SecProbe.io

CORRESP
 1
 filename1.htm

 MACH NATURAL RESOURCES LP

 14201 Wireless Way, Suite 300

 Oklahoma City, Oklahoma 73134

 September 26, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Mach Natural Resources LP

 Request for Acceleration of Effectiveness of Registration Statement on Form S-3

 Registration No. 333-290448

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Mach Natural Resources LP, a Delaware limited partnership (the " Partnership "), hereby requests acceleration of the
effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on September 30, 2025, or as soon thereafter
as practicable, or at such other time as the Partnership or its outside counsel, Kirkland & Ellis LLP, request by telephone that such
Registration Statement be declared effective.

 Please contact Julian J. Seiguer or Michael W. Rigdon of Kirkland &
Ellis LLP, special counsel to the Partnership, at (713) 836-3334 or (713) 836-3647, respectively, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Tom L. Ward

 Tom L. Ward

 Chief Executive Officer

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<TEXT>
 September 25, 2025

Tom L. Ward
Chief Executive Officer
Mach Natural Resources LP
14201 Wireless Way, Suite 300
Oklahoma City, OK 73134

 Re: Mach Natural Resources LP
 Registration Statement on Form S-3
 Filed September 22, 2025
 File No. 333-290448
Dear Tom L. Ward:

 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 Karina Dorin at 202-551-3763 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 September 22, 2025

Michael E. Reel
General Counsel and Secretary
MACH NATURAL RESOURCES LP
14201 Wireless Way
Suite 300
Oklahoma City, Oklahoma

 Re: MACH NATURAL RESOURCES LP
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 13, 2025
 File No. 001-41849
Dear Michael E. Reel:

 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
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Mach Natural Resources
LP

 14201 Wireless Way, Suite 300

 Oklahoma City, Oklahoma 73134

 September 15, 2025

 VIA EDGAR & FEDERAL EXPRESS

 John Hodgin

 Brad Skinner

 Sandra Wall

 Division of Corporation Finance

 Office of Energy & Transportation

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-3561

 Re: MACH NATURAL RESOURCES LP

 Form 10-K for the Fiscal Year Ended December
31, 2024

 Filed March 13, 2025

 File No. 001-41849

 Ladies and Gentlemen:

 This letter sets forth the responses of Mach Natural
Resources LP (the "Company") to the comments of the Staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") set forth in your letter, dated September 5, 2025, with respect to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K"). For your convenience, each of the Staff's
comments is reprinted in bold below, followed by the Company's responses thereto. With the Staff's permission, where the responses
indicate that the Company will revise its disclosures and/or make additional disclosures, the Company requests permission to do so in
its future filings of the type to which the comment relates. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the 2024 Form 10-K.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Business and Properties

 Summary Reserve Data, page 3

 1. We note total proved PV-10 is disclosed as $1,890 million, which based on the Cawley Gillespie reserve
report, appears to include discounted midstream revenues associated with the Company's ownership share of revenues processed through
a Company owned plant.

 Please tell us the total dollar
amount of the midstream revenues included in the PV-10 and standardized measure for each period disclosed here and on page 108.

 Also, please explain your justification
for the inclusion of midstream revenues based on the disclosure requirements in Rule 4-10(a)(16) of Regulation S-X, Instruction 1 to paragraph
(a)(16)(i) and Rule 4-10(a)(26) of Regulation S-X, respectively.

 RESPONSE :

 The Company acknowledges the Staff's comment
and respectfully advises the Staff that, for each period presented, the total dollar amount of midstream revenues included in the PV-10
and standardized measure is as follows: (i) for the year ended December 31, 2024, midstream revenues included in the PV-10 and standardized
measure were approximately $762 million, with a corresponding PV-10 of approximately $157 million; (ii) for the year ended December 31,
2023, midstream revenues included in the PV-10 and standardized measure were approximately $760 million, with a corresponding PV-10 of
approximately $170 million; and (iii) for the year ended December 31, 2022, midstream revenues included in the PV-10 and standardized
measure were approximately $771 million, with a corresponding PV-10 of approximately $247 million.

 The Company further advises the Staff that the
inclusion of midstream revenues in the PV-10 and standardized measure calculations is based on the specific structure of the Company's
operations and is consistent with the disclosure requirements of Rule 4-10(a)(16) of Regulation S-X, Instruction 1 to paragraph (a)(16)(i),
and Rule 4-10(a)(26) of Regulation S-X.

 The Company owns and operates certain midstream
systems that are integral to its oil and gas production activities. The revenues generated from these systems are directly offset by the
corresponding charges forecasted at the well level. For example, in the reserve report, if the Company's midstream entity charges
$1.00 for transporting one MCF, this amount is recognized as revenue by the midstream system. Simultaneously, at the well level, the same
$1.00 is recorded as an expense, fully burdening the well and included as part of the price differential calculation in the reserve report.
This approach ensures that the combined effects of both the well and the midstream system accurately reflect the gathering, treating,
and field processing costs that are considered part of oil and gas activities, as outlined in Rule 4-10(a)(16)(i).

 U.S. Securities & Exchange Commission September 15, 2025 Page 2

 Furthermore, because the Company owns the midstream
systems, the terminal point for the volumes is typically the tailgate of the processing plant, which serves as the sales point where volumes
are delivered into the main line. All Company-owned midstream related expenses are included in the midstream reserve case, which reduces
the overall cash flow reported. Importantly, no revenue from third parties or from other working interest owners in the Company's
wells is included in the midstream revenues presented in the reserve report.

 The Company believes that this methodology is
consistent with the intent of the applicable SEC rules, as it provides a transparent and accurate representation of the net cash flows
attributable to the Company's oil and gas producing activities, inclusive of the costs and revenues associated with Company-owned
midstream operations.

 Internal Controls Over Reserve Estimates,
page 4

 2. We note disclosure on page two clarifying the estimates of proved reserves and related PV-10, as
of December 31, 2024, were prepared by Cawley, Gillespie & Associates. Please expand your disclosure under the section "Internal
Controls Over Reserves Estimates" to additionally provide the qualifications of the technical person within Cawley, Gillespie &
Associates primarily responsible for overseeing the preparation of the reserve report, as of December 31, 2024. Refer to the disclosure
requirements in Item 1202(a)(7) of Regulation S-K.

 RESPONSE :

 The Company respectfully acknowledges the Staff's
comment and in response to the Staff's comment, the Company intends to include in its future Form 10-K filings (beginning with our
2025 Form 10-K) additional disclosure providing the qualifications of the technical person within Cawley, Gillespie & Associates ("Cawley")
primarily responsible for overseeing the preparation of the Company's reserve report.

 The Company anticipates such additional disclosure
will read substantially as follows (subject to final internal review and revision by the Company and Cawley):

 Cawley, Gillespie & Associates
is a Texas Registered Engineering Firm (F-693), made up of independent registered professional engineers and geologists that
have provided petroleum consulting services to the oil and gas industry for over 60 years. The lead evaluator that prepared the reserve
report was J. Zane Meekins, P.E., Executive Vice President at Cawley, Gillespie & Associates.

 Mr. Meekins has been with Cawley,
Gillespie & Associates since 1989 and graduated from Texas A&M University in 1987 with a Bachelor of Science degree in Petroleum
Engineering. Mr. Meekins is a State of Texas registered professional engineer (License #71055) and a member of the Society of Petroleum
Evaluation Engineers and the Society of Petroleum Engineers. Mr. Meekins meets or exceeds the education, training, and experience
requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the
Society of Petroleum Engineers. Mr. Meekins is proficient in judiciously applying industry standard practices to engineering and
geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.

 U.S. Securities & Exchange Commission September 15, 2025 Page 3

 Oil, Natural Gas and NGL Production Prices
and Production Costs

 Operating Data, page 6

 3. Please revise the tabular disclosure to identify the units used to report the revenues, costs, and
expenses, e.g. in thousands, except per common unit data, comparable to the disclosure on page 75.

 RESPONSE :

 The Company acknowledges the Staff's
comment and respectfully advises the Staff that the units used to report the revenues, costs, and expenses is in thousands, except
per common unit data. The Company intends to include such clarification in its future Form 10-K filings (beginning with our 2025
Form 10-K unless we believe such revisions should be included in earlier disclosure in a quarterly report on Form 10-Q).

 Notes to Consolidated Financial Statements

 16. Subsequent Events

 Flycatcher Acquisition, page 104

 4. Please expand the discussion of the Flycatcher Acquisition to clarify the reserve estimates, as
of December 31, 2024, prepared by Cawley, Gillespie & Associates (Exhibits 99.2 and 99.3), are not included in the estimates of proved
reserves and cash flows presented in Form 10-K, as of December 31, 2024.

 RESPONSE :

 The Company acknowledges the Staff's comment
and respectfully advises the Staff that the reserve estimates related to the Flycatcher Acquisition, as of December 31, 2024 (as presented
in Exhibits 99.2 and 99.3), are not included in the estimates of proved reserves and cash flows presented in the 2024 Form 10-K as the
Flycatcher Acquisition was closed in January 2025. Accordingly, the reserves and associated cash flows from the Flycatcher Acquisition
were not eligible for inclusion in the year-end 2024 estimates reported in the 2024 Form 10-K.

 To the extent applicable in future filings, the
Company will ensure that it clearly discloses when reserve estimates related to acquisitions are not included in year-end reserve and
cash flow estimates due to the timing of the transaction's closing.

 17. Supplementary Financial Information
for Oil and Gas Producing Activities (Unaudited)

 Proved Reserves Summary, page 106

 5. For the years ended December 31, 2022, 2023, and 2024, we note the changes in your estimates of
total proved reserves included "revisions of previous estimates" due to: 1) the addition of PUDs and 2) the addition of proved
developed producing reserves associated with the drilling of wells within proved areas that were not booked as PUDs at the prior year-end,
and that you added no new reserves as "extensions and discoveries" during these periods.

 Please expand your disclosure
to explain in reasonable detail why reserves for these locations are classified as "revisions of previous estimates" and not
"extensions and discoveries." Refer to the disclosure requirements in FASB ASC 932-235-50-5.

 U.S. Securities & Exchange Commission September 15, 2025 Page 4

 This comment also applies to
the disclosure on page four of the changes that occurred in your proved undeveloped reserves, for the year ended December 31, 2024.

 RESPONSE :

 The Company acknowledges the Staff's comment
and respectfully advises the Staff that the Company operates exclusively in mature basins with well-established production histories and
clearly defined development patterns and that these areas have been extensively delineated and developed over many years, resulting in
a high degree of predictability regarding reservoir characteristics and performance. As a result, the Company's drilling activities
are confined to locations within previously proved areas, and the Company has not undertaken drilling operations that would extend the
boundaries of proved acreage or result in the discovery of new fields or reservoirs. In accordance with ASC 932, "extensions and
discoveries" are defined as additions to proved reserves resulting from (i) extension of the proved acreage of previously discovered
reservoirs, or (ii) discovery of new fields or reservoirs. During the periods in question, the Company did not drill wells outside of
the established proved areas, nor did it encounter new reservoirs or fields. Instead, the changes in proved reserves primarily resulted
from the reclassification of reserves within existing proved areas based on updated development plans, technical data, or changes in economic
conditions. This includes the addition of proved undeveloped reserves (PUDs) and the addition of proved developed producing reserves associated
with the drilling of wells within previously proved areas that were not booked as PUDs at the prior year-end. These changes reflect updated
information and actual drilling results within the established proved areas, rather than the identification of new areas or reservoirs.

 As these reserve additions are attributable to
updated technical assessments, changes in development plans, or the conversion of previously unbooked locations within existing proved
areas, the Company believes they are appropriately classified as "revisions of previous estimates" under ASC 932.

 The Company further advises the Staff that it
intends to revise its disclosure in future filings to clarify the basis for classifying these reserve changes as "revisions of previous
estimates" and to explicitly state that no extensions or discoveries occurred, consistent with the requirements of ASC 932.

 6. Please expand your separate disclosure of the proved developed reserves and proved undeveloped reserves
to include the volumes for the beginning period of the reconciliation, i.e. as of December 31, 2021. Refer to the disclosure requirements
in FASB ASC 932-235-50-4.

 RESPONSE :

 The Company respectfully acknowledges the Staff's
comment and in response to the Staff's comment, the Company intends to include in its future Form 10-K filings (beginning with our
2025 Form 10-K) additional disclosure providing the separate disclosure of the proved developed reserves and proved undeveloped reserves
to include the volumes for the beginning period of the reconciliation.

 The Company further advises the Staff that the
proved developed reserves and proved undeveloped reserves as of December 31, 2021 were as follows, which were included in the Company's
Form 10-K for the fiscal year ended December 31, 2023:

 Proved Developed Reserves
 Oil (MBbl)
 Natural Gas (MMcf)
 NGL (MBbl)
 Oil Equivalents (MBoe)

 December 31, 2021
 22,794
 415,141
 29,736
 121,719

 Proved Undeveloped Reserves
 Oil (MBbl)
 Natural Gas (MMcf)
 NGL (MBbl)
 Oil Equivalents (MBoe)

 December 31, 2021
 12,981
 21,979
 319
 16,964

 U.S. Securities & Exchange Commission September 15, 2025 Page 5

 Standardized Measure, page 106

 7. We note disclosure on page 108 that future development costs include plugging expenses, net of salvage
and net capital investment. Please provide us with the total undiscounted dollar amount of the abandonment costs included in your calculation
of the standardized measure, and for comparison, the total undiscounted dollar amount of your asset retirement obligations reported on
page 82, as of December 31, 2024.

 Please explain your rationale
for any material differences in these undiscounted costs. For additional guidance regarding the costs to be included in the standardized
measure, refer to the definition of "Discounted Future Net Cash Flows Related to Proved Oil and Gas Reserves" under Amendments
to the XBRL Taxonomy, Accounting Standards Update 2010-03, Extractive Activities-Oil and Gas (Topic 932), Oil and Gas Reserve Estimation
and Disclosures, January 2010.

 The Company acknowledges the Staff's comment
and respectfully advises the Staff that, as of December 31, 2024, the total undiscounted dollar amount of abandonment costs included in
the calculation of the standardized measure was approximately $292 million. For comparison, the total undiscounted dollar amount of asset
retirement obligations (AROs) reported on page 82 of the 2024 Form 10-K was approximately $314 million. The difference of approximately
$22 million between these amounts is primarily attributable to two factors. First, approximately $5 million of the difference relates
to service wells that do not produce oil and gas and, as such, were not included in the reserve report. Second, the remaining difference
is primarily due to acquisitions that closed in late 2024. In these cases, the original acquisition reserve report databases obtained
from sellers did not i

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<TEXT>
 September 5, 2025

Michael E. Reel
General Counsel and Secretary
MACH NATURAL RESOURCES LP
14201 Wireless Way
Suite 300
Oklahoma City, Oklahoma

 Re: MACH NATURAL RESOURCES LP
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 13, 2025
 File No. 001-41849
Dear Michael E. Reel:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the Fiscal Year ended December 31, 2024
Business and Properties
Summary Reserve Data, page 3

1. We note total proved PV-10 is disclosed as $1,890 million, which based
on the
 Cawley Gillespie reserve report, appears to include discounted midstream
revenues
 associated with the Company s ownership share of revenues processed
through a
 Company owned plant.

 Please tell us the total dollar amount of the midstream revenues
included in the PV-10
 and standardized measure for each period disclosed here and on page 108.

 Also, please explain your justification for the inclusion of midstream
revenues based
 on the disclosure requirements in Rule 4-10(a)(16) of Regulation S-X,
Instruction 1 to
 paragraph (a)(16)(i) and Rule 4-10(a)(26) of Regulation S-X,
respectively.
 September 5, 2025
Page 2

 As part of your explanation, please tell us the terminal point
where the oil and gas
 production function ends and confirm you have a revenue interest in the
production at
 that point. Additionally, explain how the plant revenues and costs
relate to the
 processing fees applied to the Company s production volumes, and if
any revenues
 from processing third-party gas is applied to offset such costs.
Internal Controls Over Reserve Estimates, page 4

2. We note disclosure on page two clarifying the estimates of proved
reserves and
 related PV-10, as of December 31, 2024, were prepared by Cawley,
Gillespie
 & Associates. Please expand your disclosure under the section
Internal Controls
 Over Reserves Estimates to additionally provide the qualifications of
the technical
 person within Cawley, Gillespie & Associates primarily responsible for
overseeing
 the preparation of the reserve report, as of December 31, 2024. Refer to
the disclosure
 requirements in Item 1202(a)(7) of Regulation S-K.
Oil, Natural Gas and NGL Production Prices and Production Cots
Operating Data, page 6

3. Please revise the tabular disclosure to identify the units used to
report the revenues,
 costs, and expenses, e.g. in thousands, except per common unit data,
comparable to
 the disclosure on page 75.
Notes to Consolidated Financial Statements
16. Subsequent Events
Flycatcher Acquisition, page 104

4. Please expand the discussion of the Flycatcher Acquisition to clarify
the reserve
 estimates, as of December 31, 2024, prepared by Cawley, Gillespie &
Associates
 (Exhibits 99.2 and 99.3), are not included in the estimates of proved
reserves and cash
 flows presented in Form 10-K, as of December 31, 2024.
17. Supplementary Financial Information for Oil and Gas Producing Activities
(Unaudited)
Proved Reserves Summary, page 106

5. For the years ended December 31, 2022, 2023, and 2024, we note the
changes in your
 estimates of total proved reserves included revisions of previous
estimates due to: 1)
 the addition of PUDs and 2) the addition of proved developed producing
reserves
 associated with the drilling of wells within proved areas that were not
booked as
 PUDs at the prior year-end, and that you added no new reserves as
extensions and
 discoveries during these periods.

 Please expand your disclosure to explain in reasonable detail why
reserves for these
 locations are classified as revisions of previous estimates and
not extensions and
 discoveries. Refer to the disclosure requirements in FASB ASC
932-235-50-5.

 This comment also applies to the disclosure on page four of the changes
that occurred
 in your proved undeveloped reserves, for the year ended December 31,
2024.
6. Please expand your separate disclosure of the proved developed reserves
and proved
 undeveloped reserves to include the volumes for the beginning period of
the
 September 5, 2025
Page 3

 reconciliation, i.e. as of December 31, 2021. Refer to the disclosure
requirements in
 FASB ASC 932-235-50-4.
Standardized Measure, page 106

7. We note disclosure on page 108 that future development costs include
plugging
 expenses, net of salvage and net capital investment. Please provide us
with the total
 undiscounted dollar amount of the abandonment costs included in your
calculation of
 the standardized measure, and for comparison, the total undiscounted
dollar amount of
 your asset retirement obligations reported on page 82, as of December
31, 2024.

 Please explain your rationale for any material differences in these
undiscounted costs.
 For additional guidance regarding the costs to be included in the
standardized
 measure, refer to the definition of Discounted Future Net Cash Flows
Related to
 Proved Oil and Gas Reserves under Amendments to the XBRL Taxonomy,
 Accounting Standards Update 2010-03, Extractive Activities-Oil and Gas
(Topic
 932), Oil and Gas Reserve Estimation and Disclosures, January 2010.
Exhibits

8. Please explain the source(s) of the Other revenues shown in the
composite summary
 tables in Exhibit 99.4 for 1) proved reserves on page one and 2)
company-owned
 plants, gas gathering systems and water disposal systems on page three.
 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 Sandra Wall at 202-551-4727 or John Hodgin at
202-551-3699 if you
have questions regarding the engineering comments. Please contact Brad Skinner,
Office
Chief, at 202-551-3489 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
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MACH NATURAL RESOURCES LP

14201 Wireless Way, Suite 300

Oklahoma City, Oklahoma 73134

December 5, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mach Natural Resources LP

    Request for Acceleration of Effectiveness of Registration Statement on Form S-3

    Registration No. 333-283511

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), hereby requests acceleration of the
effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on December 9, 2024, or as soon thereafter as
practicable, or at such other time as the Partnership or its outside counsel, Kirkland & Ellis LLP, request by telephone that such
Registration Statement be declared effective.

Please contact Julian J. Seiguer or Michael W. Rigdon of Kirkland &
Ellis LLP, special counsel to the Partnership, at (713) 836-3334 or (713) 836-3647, respectively, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Tom L. Ward

    Tom L. Ward

    Chief Executive Officer

December 4, 2024
Tom L. Ward
Chief Executive Officer
Mach Natural Resources LP
14201 Wireless Way, Suite 300
Oklahoma City, OK 73134
Re:Mach Natural Resources LP
Registration Statement on Form S-3
Filed November 27, 2024
File No. 333-283511
Dear Tom L. Ward:
            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 at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Michael W. Rigdon P.C.

CORRESP
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MACH NATURAL RESOURCES LP

14201 Wireless Way, Suite 300

Oklahoma City, Oklahoma 73134

September 4, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mach Natural Resources LP

    Request for Acceleration of Effectiveness of Registration Statement on Form S-1

    Registration No. 333-281919

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), hereby requests acceleration of the
effective date of the above referenced Registration Statement to 9:00 a.m., Eastern Time, on September 6, 2024, or as soon thereafter
as practicable, or at such other time as the Partnership or its outside counsel, Kirkland & Ellis LLP, request by telephone that such
Registration Statement be declared effective.

Please contact Julian J. Seiguer or Michael W. Rigdon of Kirkland &
Ellis LLP, special counsel to the Partnership, at (713) 836-3334 or (713) 836-3647, respectively, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Tom L. Ward

    Tom L. Ward

    Chief Executive Officer

CORRESP
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September 4, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

 Re: Mach Natural Resources LP (the “Company”)

Request for Acceleration of Effectiveness of Registration
Statement on Form S-1

Registration No. 333-281919

Ladies and Gentlemen:

As representatives of the
several underwriters of the Company’s proposed public offering of common units representing limited partner interests in the Company,
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”), requesting effectiveness for 9:00 a.m., Washington, D.C. time, on September 6, 2024, or as soon as practicable
thereafter.

Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act of 1933, as amended, please be advised that there will be distributed to each Underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned has, and each
participating underwriter has advised the undersigned that it has, complied and will continue to comply with Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

RAYMOND JAMES & ASSOCIATES, INC.

STIFEL, NICOLAUS & COMPANY, INCORPORATED

TRUIST SECURITIES, INC.

As representatives of the several underwriters

RAYMOND JAMES & ASSOCIATES, INC.

    By:
    /s/ William Hodge

    Name:
    William Hodge

    Title:
    Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

    By:
    /s/ Justin Bowman

    Name:
    Justin Bowman

    Title:
    Managing Director

TRUIST SECURITIES, INC.

    By:
    /s/ Michael Davis

    Name:
    Michael Davis

    Title:
    Managing Director

August 21, 2024
Tom L. Ward
Chief Executive Officer
Mach Natural Resources LP
14201 Wireless Way, Suite 300
Oklahoma City, OK 73134
Re:Mach Natural Resources LP
Draft Registration Statement on Form S-1
Submitted August 14, 2024
CIK No. 0001980088
Dear Tom L. Ward:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior to
the requested effective date and time. 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 Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Michael Rigdon

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October 20, 2023

VIA EDGAR

Attention: Lily Dang

Robert Babula

Sandra Wall

John Hodgins

Michael Purcell

Karina Dorin

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Re: Mach Natural Resources LP (the “Company”)

Registration Statement on
Form S-1

File No. 333-274662

Ladies and Gentlemen:

As representatives of the
several underwriters of the Company’s proposed initial public offering of common units representing limited partner interests in
the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement on Form S-1 (the
“Registration Statement”), requesting effectiveness for 3:00 p.m., Washington, D.C. time, on October 24, 2023,
or as soon as practicable thereafter.

Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution
of the Company’s Preliminary Prospectus dated October 16, 2023, through the date hereof:

Preliminary Prospectus dated October 16, 2023:

Approximately 2,500 copies to prospective underwriters,
institutional investors, dealers and others.

The undersigned has,
and each participating underwriter has advised the undersigned that it has, complied and will continue to comply with Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

STIFEL, NICOLAUS & COMPANY, INCORPORATED

RAYMOND JAMES & ASSOCIATES, INC.

As representatives of the several underwriters

STIFEL, NICOLAUS & COMPANY, INCORPORATED

    By:
    /s/ Justin P. Bowman

    Name:
    Justin P. Bowman

    Title:
    Managing Director

RAYMOND JAMES & ASSOCIATES, INC.

    By:
    /s/ Justin Roman

    Name:
    Justin Roman

    Title:
    Managing Director

CORRESP
1
filename1.htm

MACH NATURAL RESOURCES LP

14201 Wireless Way, Suite 300

Oklahoma City, Oklahoma 73134

October 20, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mach Natural Resources LP

    Request for Acceleration of Effectiveness of Registration Statement on Form S-1

    Registration No. 333-274662

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Mach Natural Resources LP, a Delaware limited partnership (the “Partnership”), hereby requests acceleration of the
effective date of the above referenced Registration Statement to 3:00 p.m., Eastern Time, on October 24, 2023, or as soon thereafter as
practicable, or at such other time as the Partnership or its outside counsel, Kirkland & Ellis LLP, request by telephone that
such Registration Statement be declared effective.

Please contact Julian J. Seiguer or Michael W. Rigdon of Kirkland &
Ellis LLP, special counsel to the Partnership, at (713) 836-3334 or (713) 836-3647, respectively, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    /s/ Tom L. Ward

    Tom L. Ward

    Chief Executive Officer

CORRESP
1
filename1.htm

October 11, 2023

Attention: Lily Dang

Robert Babula

Sandra Wall

John Hodgins

Michael Purcell

Karina Dorin

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

 Re: Mach Natural Resources LP

Registration Statement on Form S-1

CIK No. 0001980088

Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division
of Corporation Finance (the “Staff’) of the Securities and Exchange Commission (the “Commission”), Mach Natural
Resources LP (the “Company”) hereby confidentially submits its currently expected offering terms of the initial public offering
(the “Offering”) of common units (the “Common Units”), including the bona fide price range pursuant to Item 501(b)(3)
of Regulation S-K, the number of Common Units to be offered, the estimated net proceeds the Company expects to receive from the Offering
and the total number of Common Units to be outstanding after the Offering. The Company expects that these pricing terms will be included
in a future amendment to the Registration Statement on Form S-l, File No. 333-274662 (the “Registration Statement”). In addition,
the Company has included certain changed pages that it plans to include in the Registration Statement for the Staff’s review.

The Offering terms are a bona
fide estimate of the range of the minimum and maximum offering price and the maximum number of securities to be offered as of October
11, 2023. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement
may increase or decrease.

The Company proposes to price
the Offering with a bona fide price range of $19.00 to $21.00 per Common Unit, with a midpoint of $20.00 per Common Unit. In the Offering,
the Company proposes to sell up to 11,500,000 Common Units, which includes 1,500,000 Common Units that the underwriters have the right
to purchase to cover over-allotments. This range is initially being provided for your consideration by correspondence due to the Company’s
and the underwriters’ concern regarding providing such information in advance of the launch of the Offering given recent market
volatility, as well as the Company’s desire to provide all information necessary for the Staff to complete its review on a timely
basis.

The Company is enclosing its
proposed marked copy of those pages of the Registration Statement that will be affected by the Offering terms set forth herein, as well
as such other terms as discussed. These marked changes will be incorporated into a future amendment to the Registration Statement. The
Company seeks confirmation from the Staff that it may launch its Offering with the price range specified herein and include such price
range in a future filing of the Registration Statement.

If you have any questions with respect to the foregoing,
please contact Julian J. Seiguer or Michael W. Rigdon at (713) 836-3334 or (713) 836-3647, respectively.

    Very truly yours,

    MACH NATURAL RESOURCES LP

    By:
    /s/ Tom L. Ward

    Name:
    Tom L. Ward

    Title:
    Chief Executive Officer

Enclosures

cc: Tom L. Ward (Chief Executive Officer, Mach Natural Resources
GP LLC)

Kevin R. White (Chief Financial Officer, Mach Natural
Resources GP LLC)

Daniel T. Reineke, Jr. (Executive Vice President, Business
Development, Mach Natural Resources GP LLC)

Julian J. Seiguer, P.C. (Kirkland & Ellis LLP)

Michael W. Rigdon, P.C. (Kirkland & Ellis LLP)

CORRESP
1
filename1.htm

Mach Natural Resources LP

14201 Wireless Way, Suite 300

Oklahoma City, Oklahoma 73134

October 5, 2023

VIA EDGAR

    Attention:
    Lily Dang

    Robert Babula

    Sandra Wall

    John Hodgin

    Michael Purcell

    Karina Dorin

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

    Re:
    Mach Natural Resources LP

    Registration Statement on Form S-1

    Filed September 22, 2023

    File No. 333-274662

Ladies and Gentlemen:

This letter sets forth the responses of Mach Natural
Resources LP, a Delaware limited partnership (the “Company”) to the comments of the Staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated October 4, 2023, with respect to
the Company’s Registration Statement on Form S-1, publicly filed with the Commission on September 22, 2023, CIK No. 0001980088 (the
“Registration Statement”). On September 28, 2023, the Company filed Amendment No. 1 to the Registration Statement as an Exhibits-Only
filing.

We have revised the Registration Statement in response
to the Staff’s comments and, concurrently with delivery of this letter, publicly filed with the Commission a revised Registration
Statement (“Amendment No. 2”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto
in Amendment No. 2. For your convenience, each of the Staff’s comments is reprinted in bold, italicized text below, followed by
the Company’s responses thereto.

Registration Statement on Form S-1

Prospectus Summary

Expected Refinancing Transaction, page 11

    1.
    You disclose here that the BCE-Mach III credit facility, and potentially the BCE-Mach credit facility depending on the net proceeds of this offering, will remain outstanding after this offering. However, your disclosure under Use of Proceeds and elsewhere states that you intend to use the net proceeds of this offering to repay in full and terminate the BCE-Mach credit facility. Please advise or revise.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on page 12 of Amendment No. 2 to remove the reference to the BCE-Mach credit facility as it will
be repaid in full using the proceeds of the offering.

Summary of Reserve, Production and Operating Data

Summary of Reserves, page 25

    2.
    Please expand your disclosure to include an explanation for the significant decrease in proved developed, undeveloped and total proved reserves, total proved reserves standardized measure and PV-10 during the period from December 31, 2022 to June 30, 2023.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 25 and 127 of Amendment No. 2 to include disclosure that such reduction was driven primarily
by a decrease in oil and natural gas prices (based on SEC pricing) at January 1, 2023 as compared to June 30, 2023.

Business and Properties

Preparation of Reserve Estimates, page 128

    3.
    Please expand your discussion to clarify that the estimates of probable undeveloped reserves as of June 30, 2023 are part of a development plan and a budget, supported by a reasonable expectation of the financing required to fund the development costs disclosed in the Risk Factor on page 32 with respect to such reserves, that is reviewed annually and adopted by management. Refer to Rule 4-10(a)(26) of Regulation S-X and Question 131.04 in our Compliance and Disclosure Interpretations regarding Oil and Gas Rules.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 128 and 130 of Amendment No. 2 to clarify that the estimates of probable undeveloped reserves
are part of a development plan and a budget that is supported by a reasonable expectation of the financing required to fund the estimated
future development costs of its probable reserves.

Exhibits

    4.
    We note your response to prior comment 1 and reissue the comment in part as we are unable to locate the disclosure revisions to Exhibit 99.4. Please obtain and file a revised reserves report, Exhibit 99.4, that clearly and consistently includes the producing status category relating to the probable reserves included in the report. For example, revise the column header “Probable” on page one and the column header “Probable Midstream” on page 3. Refer to the disclosure requirements in Items 1202(a)(2) and (a)(8)(ix) of Regulation S-K.

Response:

The Company acknowledges the Staff’s
comment and has filed a revised reserve report from Cawley, Gillespie & Associates as Exhibit 99.4 to Amendment No. 2.

    2

We respectfully request the Staff’s assistance
in completing the review of Amendment No. 2 as soon as possible. Should you have any questions relating to any of the foregoing, please
contact Julian J. Seiguer or Michael W. Rigdon at (713) 836-3334 or (713) 836-3647, respectively.

    Sincerely,

    MACH NATURAL RESOURCES LP

    /s/ Tom L. Ward

    Name:
    Tom L. Ward

    Title:
    Chief Executive Officer

    cc:
    Tom L. Ward (Chief Executive Officer, Mach Natural Resources GP LLC)

    Kevin R. White (Chief Financial Officer, Mach Natural Resources GP LLC)

    Daniel T. Reineke, Jr. (Executive Vice President, Business Development, Mach Natural Resources GP LLC)

    Julian J. Seiguer, P.C. (Kirkland & Ellis LLP)

    Michael W. Rigdon, P.C. (Kirkland & Ellis LLP)

3

United States securities and exchange commission logo
October 4, 2023
Tom L. Ward
Chief Executive Officer
Mach Natural Resources LP
14201 Wireless Way, Suite 300
Oklahoma City, Oklahoma 73134
Re:Mach Natural Resources LP
Registration Statement on Form S-1
Filed September 22, 2023
File No. 333-274662
Dear Tom L. Ward:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 12, 2023 letter.
Registration Statement on Form S-1
Prospectus Summary
Expected Refinancing Transaction, page 11
1.You disclose here that the BCE-Mach III credit facility, and potentially the BCE-Mach
credit facility depending on the net proceeds of this offering, will remain outstanding after
this offering.  However, your disclosure under Use of Proceeds and elsewhere states that
you intend to use the net proceeds of this offering to repay in full and terminate the BCE-
Mach credit facility.  Please advise or revise.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 October 4, 2023 Page 2
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
October 4, 2023
Page 2
Summary of Reserve, Production and Operating Data
Summary of Reserves, page 25
2.Please expand your disclosure to include an explanation for the significant decrease in
proved developed, undeveloped and total proved reserves, total proved reserves
standardized measure and PV-10 during the period from December 31, 2022 to June 30,
2023.
Business and Properties
Preparation of Reserve Estimates, page 128
3.Please expand your discussion to clarify that the estimates of probable undeveloped
reserves as of June 30, 2023 are part of a development plan and a budget, supported by a
reasonable expectation of the financing required to fund the development costs disclosed
in the Risk Factor on page 32 with respect to such reserves, that is reviewed annually and
adopted by management. Refer to Rule 4-10(a)(26) of Regulation S-X and Question
131.04 in our Compliance and Disclosure Interpretations regarding Oil and Gas Rules.
Exhibits
4.We note your response to prior comment 1 and reissue the comment in part as we are
unable to locate the disclosure revisions to Exhibit 99.4. Please obtain and file a revised
reserves report, Exhibit 99.4, that clearly and consistently includes the producing status
category relating to the probable reserves included in the report. For example, revise the
column header “Probable” on page one and the column header “Probable Midstream” on
page 3. Refer to the disclosure requirements in Items 1202(a)(2) and (a)(8)(ix) of
Regulation S-K.
            You may contact Lily Dang, Staff Accountant, at 202-551-3867 or Robert Babula, Staff
Accountant, at 202-551-3339 if you have questions regarding comments on the financial
statements and related matters. For engineering related questions, contact Sandra Wall,
Petroleum Engineer, at 202-551-4727 or John Hodgin, Petroleum Engineer, at 202-551-3699.
Please contact Michael Purcell, Staff Attorney, at 202-551-5351 or Karina Dorin, Staff Attorney,
at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Rigdon

CORRESP
1
filename1.htm

Mach Natural Resources LP

14201 Wireless Way, Suite 300

Oklahoma City, Oklahoma 73134

September 22, 2023

VIA EDGAR

    Attention:
    Lily Dang

    Robert Babula

    Sandra Wall

    John Hodgin

    Michael Purcell

    Karina Dorin

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

    Re:
    Mach Natural Resources LP

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

    Submitted August 30, 2023

    CIK No. 0001980088

Ladies and Gentlemen:

This letter sets forth the responses of Mach Natural
Resources LP, a Delaware limited partnership (the “Company”) to the comments of the Staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated September 12, 2023, with respect
to the Company’s Draft Registration Statement on Form S-1, confidentially submitted on August 30, 2023, CIK No. 0001980088 (the
“Registration Statement”).

We have revised the Registration Statement in response
to the Staff’s comments and, concurrently with delivery of this letter, publicly filed with the Commission a revised Registration
Statement (“Public Filing No. 1”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
thereto in Public Filing No. 1. For your convenience, each of the Staff’s comments is reprinted in bold, italicized text below,
followed by the Company’s responses thereto.

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

Prospectus Summary

Summary of Reserve, Production and Operating Data

Summary of Reserves, page 24

    1.
    Please expand the tabular presentation of reserves by individual product type, as of June 30, 2023, to additionally identify the net quantities of probable reserves as developed and/or undeveloped. This comment also applies to the tabular presentation of reserves on page 126 and in Exhibit 99.4. Refer to the disclosure requirements in Item 1202(a)(2) of Regulation S-K.

Response:

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that all of the Company’s probable reserves are undeveloped and therefore has not revised
the tabular presentation; however, the Company has revised the disclosure on pages 3, 26, 120 and 128 of Public Filing No. 1 to note this
fact.

Risk Factors

Risks Related to Our Business

The development of our estimated PUDs..., page 31

    2.
    Please expand the risk factor to additionally discuss the development of your probable undeveloped reserves, including the dollar amount and the sources of the estimated future development capital required to convert the probable undeveloped reserves as of June 30, 2023. Refer to the requirements in Rule 4-10(a)(26) of Regulation S-X.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on page 32 of Public Filing No. 1.

Executive Compensation and Other Information

Equity Incentives, page 154

    3.
    Please expand your disclosure to include the information included in your response to prior comment 11.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on page 155 of Public Filing No. 1.

Certain Relationships and Related Party Transactions, page 160

    4.
    We note your response to prior comment 12 and reissue the comment in part. Please revise to provide all of the disclosure required by Item 404 of Regulation S-K. For example, please revise to clarify the related party relationship.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 162 and 163 of Public Filing No. 1.

Financial Statements

Mach Natural Resources LP

Pro Forma Condensed Consolidated Financial Statements, page F-2

    5.
    Please expand your disclosure to explain how you determined BCE-Mach III LLC was the Predecessor, similar to the explanation provided in your response to prior comment 14.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure on page F-2 of Public Filing No. 1.

BCE-Mach III LLC

Historical Financial Statements,
page F-11

    6.
    Please confirm your understanding that there will be no lapse in audited periods for the Predecessor, such that any Predecessor interim financial statement period prior to the Reorganization Transactions will be audited when audited financial statements for the period after the Reorganization Transactions are presented in a filing.

Response:

The Company acknowledges the Staff’s
comment and confirms its understanding is that there will be no lapse in audited periods for the Predecessor, such that any Predecessor
interim financial statement period prior to the Reorganization Transactions will be audited when audited financial statements for the
period after the Reorganization Transactions are presented in a filing.

    2

We respectfully request the Staff’s assistance
in completing the review of Public Filing No. 1 as soon as possible. Should you have any questions relating to any of the foregoing, please
contact Julian J. Seiguer or Michael W. Rigdon at (713) 836-3334 or (713) 836-3647, respectively.

    Sincerely,

    MACH NATURAL RESOURCES LP

    /s/ Tom L. Ward

    Name:
    Tom L. Ward

    Title:
    Chief Executive Officer

    cc:

    Tom L. Ward (Chief Executive Officer, Mach Natural Resources GP LLC)

    Kevin R. White (Chief Financial Officer, Mach Natural Resources GP
    LLC)

    Daniel T. Reineke, Jr. (Executive Vice President, Business Development,
    Mach Natural Resources GP LLC)

    Julian J. Seiguer, P.C. (Kirkland & Ellis LLP)

    Michael W. Rigdon, P.C. (Kirkland & Ellis LLP)

3

United States securities and exchange commission logo
September 12, 2023
Tom L. Ward
Chief Executive Officer
Mach Natural Resources LP
14201 Wireless Way, Suite 300
Oklahoma City, Oklahoma 73134
Re:Mach Natural Resources LP
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 30, 2023
CIK No. 0001980088
Dear Tom L. Ward:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Summary of Reserve, Production and Operating Data
Summary of Reserves, page 24
1.Please expand the tabular presentation of reserves by individual product type, as of June
30, 2023, to additionally identify the net quantities of probable reserves as developed
and/or undeveloped. This comment also applies to the tabular presentation of reserves on
page 126 and in Exhibit 99.4. Refer to the disclosure requirements in Item 1202(a)(2) of
Regulation S-K.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 September 12, 2023 Page 2
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
September 12, 2023
Page 2
Risk Factors
Risks Related to Our Business
The development of our estimated PUDs..., page 31
2.Please expand the risk factor to additionally discuss the development of your probable
undeveloped reserves, including the dollar amount and the sources of the estimated future
development capital required to convert the probable undeveloped reserves as of June 30,
2023. Refer to the requirements in Rule 4-10(a)(26) of Regulation S-X.
Executive Compensation and Other Information
Equity Incentives, page 154
3.Please expand your disclosure to include the information included in your response to
prior comment 11.
Certain Relationships and Related Party Transactions, page 160
4.We note your response to prior comment 12 and reissue the comment in part.  Please
revise to provide all of the disclosure required by Item 404 of Regulation S-K.  For
example, please revise to clarify the related party relationship.
Financial Statements
Mach Natural Resources LP
Pro Forma Condensed Consolidated Financial Statements, page F-2
5.Please expand your disclosure to explain how you determined BCE-Mach III LLC was the
Predecessor, similar to the explanation provided in your response to prior comment 14.
BCE-Mach III LLC
Historical Financial Statements, page F-11
6.Please confirm your understanding that there will be no lapse in audited periods for the
Predecessor, such that any Predecessor interim financial statement period prior to the
Reorganization Transactions will be audited when audited financial statements for the
period after the Reorganization Transactions are presented in a filing.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 September 12, 2023 Page 3
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
September 12, 2023
Page 3
             You may contact Lily Dang, Staff Accountant, at 202-551-3867 or Robert Babula, Staff
Accountant, at 202-551-3339 if you have questions regarding comments on the financial
statements and related matters. For engineering related questions, contact Sandra Wall,
Petroleum Engineer, at 202-551-4727 or John Hodgin, Petroleum Engineer, at 202-551-3699.
Please contact Michael Purcell, Staff Attorney, at 202-551-5351 or Karina Dorin, Staff Attorney,
at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Rigdon

United States securities and exchange commission logo
July 25, 2023
Tom L. Ward
Chief Executive Officer
Mach Natural Resources LP
14201 Wireless Way, Suite 300
Oklahoma City, Oklahoma 73134
Re:Mach Natural Resources LP
Draft Registration Statement on Form S-1
Submitted June 28, 2023
CIK No. 0001980088
Dear Tom L. Ward:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Our Properties, page 2
1.Please expand your disclosure to clarify what percentage of your leases are supported by
your midstream infrastructure.  In that regard, we note you state that one of your strengths
is that your midstream infrastructure significantly reduces lifting costs relative to other
operators.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 2
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 2
Our Business Strategies, page 7
2.We note you disclose that your average cash operating costs during the year ended
December 31, 2022, including the benefit of your midstream infrastructure assets, were
$10.90 per barrel of oil equivalent, which is 27% lower on average than other
unconventional focused operators, and 64% lower on average than other conventional
focused operators during the same period. Please provide the basis for this statement and
discuss whether such information is specific to comparable operations in the area in which
your assets are located.
Risk Factor Summary, page 9
3.Please expand your disclosure to highlight the risk that your general partner has a limited
call right that may require investors to sell their common units at an undesirable time or
price and that even if your unitholders are dissatisfied, they cannot remove your general
partner without its consent.
Reconciliations of Adjusted EBITDA and Cash Available for Distribution to GAAP Financial
Measures, page 22
4.The table on page 22 presently shows reconciliations between net income, Adjusted
EBITDA, and cash available for distribution; and would therefore appear to require
disaggregation into separate reconciliations, each starting with the most directly
comparable GAAP measure, to comply with Item 10(e).  In this regard, you state on page
21 that the GAAP measures most directly comparable to cash available for distribution are
net income and net cash provided by operating activities.  Revise your disclosure to
separately reconcile net income to cash available for distribution.
Risk Factors
Declining general economic, business or industry conditions and inflation may have a material
adverse effect on our results of operations..., page 41
5.We note you disclose that you expect to experience supply chain constraints and
inflationary pressure on your cost structure and that these pressures will likely continue to
adversely impact your operating costs.  Please update this risk factor in future filings if
recent inflationary pressures have materially impacted your operations and identify the
types of inflationary pressures you are facing and how your business has been affected.
Our Cash Distribution Policy and Restrictions on Distribution, page 68
6.You disclose that your cash distribution policy is subject to various restrictions on
distributions, including the financial tests and covenants that you must satisfy under the
New Credit Facility.  Please expand your disclosure to discuss these financial tests and
covenants and if these expected covenants would have impacted the cash distributions on
a pro forma basis for the last completed fiscal year and last twelve months, or may

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 3
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 3
threaten to impact the forecasted period.
Business and Properties
Proved Undeveloped Reserves (PUDs), page 116
7.The explanation accompanying the reconciliation of the changes that occurred in proved
undeveloped reserves presented on page 116 indicates the overall change due to revisions
of previous estimates (+37,468 MBoe) results from the change due to higher commodity
prices (+1,446 MBoe) and various other changes including changes in the development
plan, quantity estimates and forecast revisions (+36,022 MBoe).

Please expand your explanation of the changes associated with the development plan,
quantity estimates and forecast revisions to separately identify and quantify each
contributing factor, including offsetting factors, so the change is fully reconciled. Refer to
the disclosure requirements in Item 1203(b) of Regulation S-K. This comment also applies
to the explanation of the changes in total proved reserves that occurred due to revisions
and for each period presented on pages F-5 to F-6, F-32, F-56 and F-80,
respectively. Refer to the disclosure requirements in FASB ASC 932-235-50-5.
Developed and Undeveloped Acreage
Undeveloped Acreage Expirations, page 120
8.We note your disclosure of near-term undeveloped acreage expirations. Please expand
your disclosure to clarify if any proved undeveloped reserves have been assigned to
locations on this acreage which are scheduled to be drilled after lease expiration. If there
are material quantities of net proved undeveloped reserves related to such locations,
expand your disclosure to explain the steps necessary to extend acreage expiration dates.
Refer to Rule 4-10(a)(26) of Regulation S-X.
Drilling Results, page 120
9.Please expand your disclosure to identify any present activities, including wells in the
process of being drilled, completed or waiting on completion and other operations or
related activities of material importance. Refer to the disclosure requirements in Item 1206
of Regulation S-K.
10.We note the presentation of your drilling results appears to be limited to the operated
wells drilled during the year ended December 31, 2022.  Please expand your disclosure to
include the information required in Item 1205 of Regulation S-K relating to the drilling
activities that occurred in each of the last three fiscal years, including wells, if any, drilled
by operators other than you.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 4
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 4
Executive Compensation and Other Information
Equity Incentives, page 139
11.We note you disclose that your Named Executive Officers received one-time awards of
Mach Company Class B Units and that in connection with the completion of this offering,
any unvested Mach Company Class B Units held by the Named Executive Officers are
expected to fully vest immediately prior to the consummation of the offering. We also
note you disclose on page F-29 that the Class B Units allow the holder to participate in
distributions once the company's Class A shares have met a certain requisite financial
internal rate of return in accordance with the LLC agreement. Please revise to clarify the
material terms of the Class B Units, the significance of vesting and who will be
responsible for any distributions made in connection with the Class B Units or tell us why
you do not believe such information is material. In addition, file as exhibits the
agreements governing the terms of the incentive units held by management. Refer to Item
601(b)(iii)(A) of Regulation S-K.
Certain Relationships and Related Party Transactions
Agreements with Affiliates in Connection with the Reorganization Transactions, page 146
12.Please revise to provide all of the disclosure required by Item 404 of Regulation S-K and
describe all material terms of the Contribution Agreement and Management Services
Agreement.
Appendix B
Glossary of Oil and Gas Terms and Other Terms, page B-1
13.We note the definition for an exploratory well excludes the second sentence of the SEC
definition. Please expand the definition to include the remaining sentence. Also, expand
your glossary to include the definition for an extension well. Refer to the definitions in
Rule 4-10(a)(13) and (a)(14) of Regulation S-X.
Pro Forma Financial Statements, page F-2
14.We note you disclosed on page F-2 that although all entities to be contributed in the
Reorganization Transactions have a high degree of common ownership, no individual
controls any of the entities, therefore the transactions will not be accounted for as common
control transactions. You identified BCE- Mach III LLC as the Predecessor and disclosed
that the acquisitions of BCE-Mach LLC and BCE-Mach II LLC by BCE-Mach III LLC
will be accounted for at fair values in accordance with the business combination guidance
in ASC 805.  Please address the following:

Tell us how you determined that BCE-Mach III was the Predecessor for accounting and
reporting purposes.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 5
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 5
Provide to us your accounting analysis that supports your conclusion that none of the
contributed entities are under common control, including a detailed organizational
diagram depicting the ownership structure and related ownership percentages of the
contributed entities both before and after the Reorganization Transactions and the
offering.  Please refer to ASC 805-50 for guidance including the examples in ASC 805-
50-15-6.

If your analysis responding to the above comment still concludes no common control,
then tell us how you have considered the guidance in ASC 805-50-05-7 and ASC 805-50-
30-7 pertaining to the formation of a master limited partnership in concluding that a new
basis of accounting was appropriate for BCE-Mach and BCE-Mach II.
15.On page 146 you disclose that in connection with this offering, the Company will enter
into a management services agreement (“MSA”) with Mach Resources.  Tell us whether
there are significant differences in the fee or cost structure of the new MSA compared to
the existing MSAs for which pro forma adjustments, including explanations for any
assumptions involved, would be required pursuant to Rules 11-01(a)(8) and 11-02(a)(8) of
Regulation S-X.
Mach Natural Resources LP
Notes to Pro Forma Financial Statements
3. Supplementary Disclosure for Oil and Gas Producing Activities, page F-5
16.We note the reconciliation of the changes in the pro forma standardized measure presented
on page F-7 appears to contain inconsistencies in the Pro Forma totals. Please revise your
disclosure to resolve these inconsistencies or tell us why a revision is not needed.
Exhibits
17.Please expand the disclosure in Exhibits 99.1, 99.2 and 99.3 to explain the circumstances
for including future investments under the proved developed shut-in category but no
corresponding reserve quantities resulting in the disclosure of negative operating income
(BFIT) and negative net present worth discounted at 10%. Refer to the requirements in
Item 1202(a)(8)(v) of Regulation S-K.
18.We note separate disclosure in Exhibit 99.3 of the net revenues from a company-owned
plant, gas gathering and water disposal system that appear to be incorporated into the
composite economic forecasts for BCE-Mach III LLC.

Please expand the disclosure in Exhibit 99.3 to further clarify, if true, that these revenues
are limited to BCE-Mach III’s direct ownership interests in the processed volumes and
excludes any revenues resulting from volumes processed on behalf of other parties. Refer
to the requirements in Rule 4-10(a)(26) of Regulation S-X.

 FirstName LastNameTom L. Ward
 Comapany NameMach Natural Resources LP
 July 25, 2023 Page 6
 FirstName LastName
Tom L. Ward
Mach Natural Resources LP
July 25, 2023
Page 6
General
19.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of the
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may contact Lily Dang, Staff Accountant, at 202-551-3867 or Robert Babula, Staff
Accountant, at 202-551-3339 if you have questions regarding comments on the financial
statements and related matters.  For engineering related questions, contact Sandra Wall,
Petroleum Engineer, at 202-551-4727 or John Hodgin, Petroleum Engineer, at 202-551-3699.
Please contact Michael Purcell, Staff Attorney, at 202-551-5351 or Karina Dorin, Staff
Attorney, at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Rigdon