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 Document Ranger Energy Services, Inc. 10350 Richmond, Suite 550 Houston, Texas 77042 February 25, 2026 VIA EDGAR Laura Nicholson Office of Energy & Transportation Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re:    Ranger Energy Services, Inc. Registration Statement on Form S-3 File No. 333-293166 To the addressee set forth above: Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Ranger Energy Services, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on February 27, 2026, or as soon as practicable thereafter. If you have any questions or require additional information, please contact Heath C. Trisdale of King & Spalding LLP at (713) 751-3200. Thank you for your assistance and cooperation in this matter. Sincerely, RANGER ENERGY SERVICES, INC. By: /s/ Melissa Cougle Melissa Cougle Executive Vice President and Chief Financial Officer cc:    Stuart N. Bodden, Ranger Energy Services, Inc. Justin Whitley, Ranger Energy Services, Inc. Jonathan B. Newton, King & Spalding LLP

February 11, 2026
Stuart Bodden
President and Chief Executive Officer
Ranger Energy Services, Inc.
10350 Richmond, Suite 550
Houston, Texas 77042
Re:Ranger Energy Services, Inc.
Registration Statement on Form S-3
Filed February 3, 2026
File No. 333-293166
Dear Stuart Bodden:
            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 Laura Nicholson at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Heath Trisdale

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Ranger Energy Services, Inc.

10350 Richmond, Suite 550

Houston, Texas 77042

Via EDGAR

April 14, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:          Registration Statement on Form S-1 (File No. 333-264037), of Ranger Energy Services, Inc.

    Withdrawal of Acceleration Request

Ladies and Gentleman:

Reference is made to our letter, filed as correspondence via EDGAR on April 13, 2022, in which we requested that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 4:30 p.m., eastern time, on April 13, 2022, or as soon as practicable thereafter. We are no longer requesting that such Registration Statement be declared effective at this time and will hereby formally withdraw our request for acceleration of the effective date.

Than you for your assistance on this matter.

Very truly yours,

Ranger Energy Services, Inc.

By:/s/ Stuart N. Bodden

      Stuart N. Bodden

      President, Chief Executive Officer and

      Director

cc:    Crosby Scofield, Vinson & Elkins, L.L.P.

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Ranger Energy Services, Inc.

10350 Richmond, Suite 550

Houston, Texas 77042

Via EDGAR

April 14, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

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

    (File No. 333-264037), of Ranger Energy Services, Inc.

Ladies and Gentleman:

On behalf of Ranger Energy Services, Inc. and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 4:30 p.m. eastern time on April 18, 2022, or as soon thereafter as practicable.

Please call Crosby Scofield of Vinson & Elkins L.L.P. at (713) 758-3276 with any questions regarding this matter.

Very truly yours,

Ranger Energy Services, Inc.

By:/s/ Stuart N. Bodden

      Stuart N. Bodden

      President, Chief Executive Officer and

      Director

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Ranger Energy Services, Inc.

10350 Richmond, Suite 550

Houston, Texas 77042

Via EDGAR

April 13, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:          Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-264037), of Ranger Energy Services, Inc.

Ladies and Gentleman:

On behalf of Ranger Energy Services, Inc. and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 4:30 p.m. eastern time on April 13, 2022, or as soon thereafter as practicable.

Please call Crosby Scofield of Vinson & Elkins L.L.P. at (713) 758-3276 with any questions regarding this matter.

Very truly yours,

Ranger Energy Services, Inc.

By:/s/ Stuart N. Bodden

      Stuart N. Bodden

      President, Chief Executive Officer and

      Director

United States securities and exchange commission logo
April 8, 2022
Stuart Bodden
President, Chief Executive Officer and Director
Ranger Energy Services, Inc.
10350 Richmond, Suite 550
Houston, Texas 77042
Re:Ranger Energy Services, Inc.
Registration Statement on Form S-1
Filed March 31, 2022
File No. 333-264037
Dear Mr. Bodden:
            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 Irene Barberena-
Meissner, Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Crosby Scofield, Esq.

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Ranger Energy Services, Inc.

10350 Richmond, Suite 550

Houston, Texas 77042

Via EDGAR

June 21, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:          Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-257043), of Ranger Energy Services, Inc.

Ladies and Gentleman:

On behalf of Ranger Energy Services, Inc. and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:30 p.m. eastern time on June 23, 2021, or as soon thereafter as practicable.

Please call Crosby Scofield of Vinson & Elkins L.L.P. at (713) 758-3276 with any questions regarding this matter.

Very truly yours,

Ranger Energy Services, Inc.

By:/s/ Darron M. Anderson

      Darron M. Anderson

      President, Chief Executive Officer and

      Director

United States securities and exchange commission logo
June 21, 2021
Darron Anderson
President, Chief Executive Officer and Director
Ranger Energy Services, Inc.
10350 Richmond, Suite 550
Houston, TX 77042
Re:Ranger Energy Services, Inc.
Registration Statement on Form S-3
Filed June 11, 2021
File No. 333-257043
Dear Mr. Anderson:
            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 Timothy Collins at 202-551-3176 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Doug McWilliams

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Ranger Energy Services, Inc.

800 Gessner Street, Suite 1000

Houston, Texas 77024

August 8, 2017

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:          Ranger Energy Services, Inc.

Registration Statement on Form S-1
 File No. 333-218139

Ladies and Gentlemen:

On behalf of Ranger Energy Services, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 3:30 p.m., Washington, D.C. time, on August 10, 2017, or as soon as practicable thereafter.

Thank you for your assistance in this matter.

Very   truly yours,

RANGER   ENERGY SERVICES, INC.

By:

/s/   Darron M. Anderson

Name:

Darron M.   Anderson

Title:

President   and Chief Executive Officer

cc:                                Robert S. Shaw Jr.

Douglas E. McWilliams, Vinson & Elkins L.L.P.
 Julian J. Seiguer, Vinson & Elkins L.L.P.

Signature Page to Acceleration Request Letter

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Ranger Energy Services, Inc.

800 Gessner Street, Suite 1000

Houston, Texas 77024

August 8, 2017

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:          Ranger Energy Services, Inc.

Registration Statement on Form S-1
 File No. 333-218139

Ladies and Gentlemen:

As the representatives of the underwriters of Ranger Energy Services, Inc.’s (the “Company”) proposed initial public offering of up to 5,750,000 share of Class A common stock of the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 3:30 p.m., Washington, D.C. time, on August 10, 2017, or as soon thereafter as is practicable.

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 Preliminary Prospectus dated August 1, 2017 through the date hereof:

Preliminary Prospectus dated August 1, 2017:

2,420 copies to prospective underwriters, institutional investors, dealers and others.

In addition, the Issuer Free Writing Prospectus dated August 2, 2017 is being distributed to all underwriters, institutional investors, dealers and others who received the Preliminary Prospectus.

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

Very   truly yours,

CREDIT   SUISSE SECURITIES (USA) LLC

PIPER   JAFFRAY & CO.

WELLS   FARGO SECURITIES, LLC

As representatives of the several underwriters

CREDIT   SUISSE SECURITIES (USA) LLC

By:

/s/ Blake   London

Name:

Blake   London

Title:

Director

PIPER   JAFFRAY & CO.

By:

/s/ Ira   H. Green, Jr.

Name:

Ira H.   Green, Jr.

Title:

Managing   Director

WELLS   FARGO SECURITIES, LLC

By:

/s/ David   Herman

Name:

David   Herman

Title:

Director

Signature Page to Acceleration Request Letter

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Ranger Energy Services, Inc.
 800 Gessner Street, Suite 1000
 Houston, Texas 77024

August 1, 2017

H. Roger Schwall

Assistant Director

Office of Natural Resources

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Ranger Energy Services, Inc.

Registration Statement on Form S-1
 Response Dated July 25, 2017
 File No. 333-218139

Ladies and Gentlemen:

Set forth below are the responses of Ranger Energy Services, Inc. (the “Company”, “we,” “us” or “our”), 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 July 31, 2017, with respect to correspondence submitted via EDGAR to the Staff on July 25, 2017 related to the Company’s Registration Statement on Form S-1, File No. 333-218139 (the “Registration Statement”). Concurrently with the submission of this letter, we are filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”) through EDGAR.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to Amendment No. 3 unless otherwise specified.

General

Prospectus Summary, page 1

Recent Developments, page 9

Preliminary Financial and Operating Results, page 10

1.                                      We see that you have disclosed various measures of revenues and rig hours for the quarter ended June 30, 2017, including change in revenues for two segments and comparisons between this activity and the preceding quarter, also the corresponding quarter of the prior year. However, you describe the measures as “preliminary estimates” and “forecasted financial information.” You disclose that you have not completed your normal reporting processes with respect to these amounts and explain that once you review the information the figures could require adjustments that are

Securities and Exchange Commission

August 1, 2017

Page 2

material. You also explain that your auditors have not performed any procedures with respect to the forecasted financial information. We note that you have not provided any corresponding figures of income or earnings per share.

Please address the guidance in Item 10(b) of Regulation S-K, particularly as it relates to inferences that may arise when revenues are disclosed without a corresponding measure of income or earnings per share. Given the uncertainties and possibility of material adjustments prevailing in advance of competing your review, also clarify the timeline for any additional procedures necessary to establish a reasonable basis for the disclosure, and to provide incremental financial measures to address the aforementioned guidance in advance of requesting effectiveness.

RESPONSE:  We advise the Staff that we have removed the measures of revenue and rig hours for the quarter ended June 30, 2017 from Amendment No. 3. We anticipate that we may file with a subsequent amendment to the Registration Statement, in advance of requesting effectiveness, preliminary estimates of our financial and operating results for the quarter ended June 30, 2017, which preliminary estimates, if provided, will address the comments of the Staff.

Unaudited Pro Forma Condensed Financial Statements

Note 3 — Unaudited Pro Forma Condensed Balance Sheet Adjustments and Assumptions

2.                                      We note that although (d) has been referenced for an adjustment to cash related to the offering, the details provided do not clearly correspond. Please reconcile between the details and the adjustment and explain why $9.9 million in related party debt is shown as part of the offering related adjustment.

RESPONSE:  We advise the Staff that we have revised the unaudited pro forma condensed financial statements in Amendment No. 3 to indicate as a separate adjustment that the $9.9 million in related party debt is related to additional indebtedness incurred pursuant to the Ranger Bridge Loan.

3.                                      We note that within the use of proceeds disclosure on page 57, you indicate that Ranger LLC will use some of the proceeds to “...acquire high-spec well service rigs, including pursuant to the NOV Purchase Agreement.” The table in note (d) does not include a line item for these purchases. Please disclose how this purchase of rigs has been considered in preparing the pro forma balance sheet and explain your rationale.

RESPONSE:  We advise the Staff that we have revised our use of proceeds disclosure to indicate that the remaining net proceeds from the offering will be used for general corporate purposes, including to acquire high-spec well service rigs. We intend to fund the acquisition of additional high-spec well service rigs (including pursuant to the NOV Purchase Agreement), through the remainder of 2017 and in 2018 with cash on hand, a portion of the net proceeds of this offering, cash generated from operations and borrowings  under our revolving credit facility. We have not “earmarked” the balance of the net proceeds of this offering for the purchase of any specific well service rigs. As a result, because we are unable to determine with specificity the

Securities and Exchange Commission

August 1, 2017

Page 3

application of the balance of the net offering proceeds as it relates to the purchase of additional high-spec well service rigs, we did not consider making an adjustment for such future purchases to be an appropriate pro forma adjustment under Article 11 of Regulation S-X.

*                                         *                                         *                                         *                                         *

Securities and Exchange Commission

August 1, 2017

Page 4

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Douglas E. McWilliams or Julian J. Seiguer of Vinson & Elkins L.L.P. at (713) 758-3613 or (713) 758-2790.

Very   truly yours,

RANGER   ENERGY SERVICES, INC.

By:

/s/   Darron M. Anderson

Name:

Darron M.   Anderson

Title:

President   and Chief Executive Officer

Enclosures

cc:

Douglas   E. McWilliams

Julian J.   Seiguer

Vinson &   Elkins L.L.P.

Mail Stop 4628
July 31, 2017

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

Re: Ranger Energy Services , Inc.
 Registration Statement on  Form S-1
Response Dated July 25 , 2017
File No. 333 -218139

Dear Mr. Anderson :

We have reviewed your July 25 , 2017 response to our comment letter , and we 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 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 comm ents.  Unless we
note otherwise, our references to prior comments are to comments in our June 27 , 2017 letter .

General

Prospectus Summary, page 1

Recent Developments, page 9

Preliminary Financial and Operating Results, page 10

1. We see that you have dis closed various measures of revenues and rig hours for the
quarter ended June 30, 2017, including change in revenues for two segments and
comparisons between this activity and the preceding quarter, also the corresponding

Darron M. Anderson
Ranger Energy Services, Inc.
July 31, 2017
Page 2

 quarter of the prior year.   However , you describe the measures as “preliminary
estimates” and “forecasted financial information.” You disclose that you have not
completed your normal reporting processes with respect to these amounts and explain
that once you review the information the figur es could require adjustments that are
material.   You also explain that your auditors have not performed any procedures
with respect to the forecasted financial information.   We note that you have not
provided any corresponding figures of income or earnings  per share.

Please address the guidance in Item 10(b) of Regulation S -K, particularly as it relates
to inferences that may arise when revenues are disclosed without a corresponding
measure of income or earnings per share.   Given the uncertainties and possibility of
material adjustments prevailing in advance of competing your review, also clarify the
timeline for any additional procedures necessary to establish a reasonable basis for
the disclosure, and to provide incremental financial measures to address the
aforementi oned guidance in advance of requesting effectiveness.

Unaudited Pro Forma Condensed Financial Statements

Note 3 – Unaudited Pro Forma Condensed Balance Sheet Adjustments and Assumptions

2. We note that although (d) has been referenced for an adjustment t o cash related to the
offering, the details provided do not clearly correspond.   Please reconcile between the
details and the adjustment and explain why $9.9 million in related party debt is shown
as part of the offering related adjustment.

3. We note that  within the use of proceeds disclosure on page 57, you indicate that
Ranger LLC will use some of the proceeds to “…acquire high -spec well service rigs,
including pursuant to the NOV Purchase Agreement.”   The table in note (d) does not
include a line item f or these purchases.   Please disclose how this purchase of rigs has
been considered in preparing the pro forma balance sheet and explain your rationale.

Darron M. Anderson
Ranger Energy Services, Inc.
July 31, 2017
Page 3

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

Sincerely,

 /s/ Karl Hiller for

 H. Roger Schwall
Assistant Director
Office of Natural Resources

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Ranger Energy Services, Inc.

800 Gessner Street, Suite 1000

Houston, Texas 77024

Via EDGAR

July 25, 2017

H. Roger Schwall

Assistant Director

Office of Natural Resources

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Ranger Energy Services, Inc.

Registration Statement on Form S-1
 File No. 333-218139

Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, Ranger Energy Services, Inc. (the “Company,” “we,” “us” or “our”) hereby confidentially submits (the “Submission”) its currently expected offering terms of the initial public offering (the “Offering”) of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), including, among other things, the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K, the number of shares of Class A Common Stock to be offered, the estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Class A Common Stock to be outstanding after the Offering. The Company expects that these pricing terms and other items will be included in a future amendment to the Registration Statement on Form S-1, File No. 333-218139 (the “Registration Statement”).

The Offering terms included in the Submission are based on bona fide estimates of the range of the minimum and maximum offering price and the maximum number of shares of Class A Common Stock to be offered as of July 25, 2017. 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 $16.00 to $20.00 per share of Class A Common Stock, with a midpoint of $18.00 per share. In the Offering, the Company proposes to sell up to 5,000,000 shares of Class A Common Stock. The Company proposes to grant the underwriters a 30-day option to purchase up to an additional 750,000 shares of Class A Common Stock to cover over-allotments. As discussed with members of the Staff, this range and the additional information included in the Submission are 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

Securities and Exchange Commission

July 25, 2017

Page 2

Offering given recent market volatility, as well as our 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. We expect that 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.

Please direct any questions that you have with respect to the foregoing to Douglas E. McWilliams of Vinson & Elkins L.L.P. at (713) 758-3613 or Julian J. Seiguer of the same firm at (713) 758-2790.

Very   truly yours,

RANGER   ENERGY SERVICES, INC.

By:

/s/ Darron   M. Anderson

Name:

Darron M.   Anderson

Title:

President   and Chief Executive Officer

Enclosures

cc:                                Douglas E. McWilliams, Vinson & Elkins L.L.P.

Julian J. Seiguer, Vinson & Elkins L.L.P.

William J. Whelan, III, Cravath, Swaine & Moore LLP

Jason Taibel, BDO USA, LLP

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Ranger Energy Services, Inc.

800 Gessner Street, Suite 1000

Houston, Texas 77024

June 29, 2017

H. Roger Schwall

Assistant Director

Office of Natural Resources

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Ranger Energy Services, Inc.

Amendment No. 1 to Registration Statement on Form S-1
 Filed June 14, 2017
 File No. 333-218139

Ladies and Gentlemen:

Set forth below are the responses of Ranger Energy Services, Inc. (the “Company”, “we,” “us” or “our”), 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 June 27, 2017, and pursuant to verbal discussions with the Staff on June 21, 2017, with respect to Amendment No. 1 to Registration Statement on Form S-1, File No. 333-218139, filed with the Commission on June 14, 2017 (the “Registration Statement”).

Pursuant to discussions with the Staff, we are enclosing with this correspondence a proposed marked copy of those pages of the Registration Statement that will be affected by, among other things, our responses to the comments received from the Staff (the “Supplemental Response”). We expect that these marked changes will be incorporated into a future amendment to the Registration Statement. For convenience, we will hand deliver three full copies of the Supplemental Response to the Staff.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to the Supplemental Response unless otherwise specified. All capitalized terms used without definition herein have the meanings assigned to such terms in the Registration Statement unless otherwise specified.

Securities and Exchange Commission

June 29, 2017

Page 2

General

Prospectus Summary, page 1

Our History and Corporate Reorganization, page 10

1.                                      We refer you to the ownership diagrams on pages 12 and 137, and to footnote 2 thereto. Please revise to separately quantify the ownership and voting interests of the investors in this offering and ESCO upon the closing of the offering.

RESPONSE:         We have revised the Supplemental Response, including the ownership diagrams and the footnotes thereto, to separately quantify the ownership and voting interests of the investors in this offering and ESCO upon the closing of the offering. See pages 12, 13 and 137 of the Supplemental Response.

Risk Factors, page 23

Risks Related to this Offering and Our Class A Common Stock, page 23

“CSL has the ability to direct the voting of a majority of our voting stock.”

2.                                      Please expand this risk factor to address the risks associated with Bayou Holdings’ right to designate two directors to the extent CSL beneficially owns at least 50% of your common stock.

RESPONSE:         We have revised the Supplemental Response to expand this risk factor to address the risks associated with Bayou Holdings’ right to designate two directors to the extent CSL beneficially owns at least 50% of our common stock. See pages 42 and 43 of the Supplemental Response.

Management’s Discussion and Analysis, page 64

Liquidity and Capital Resources, page 78

Our Debt Agreements, page 80

3.                                      Please expand your disclosure to describe all material terms of your new credit agreement, including the maturity date and interest rates. Please refer to Item 303(a)(1) of Regulation S-K.

RESPONSE:         We have revised the Supplemental Response to expand our disclosure to describe all material terms of our new credit agreement, including the maturity date and interest rates. See page 82 of the Supplemental Response.

Management, page 116

Directors and Executive Officers, page 116

4.                                      Please revise Messrs. Brett and Richard Agee’s biographical sketches to discuss all principal occupations and employment during the past five years. In this regard, we note that the Stockholder’s Agreement indicates that Brett Agee is the President and Chief Executive Officer of Bayou Holdings. We further note you disclose on page 144 that Messrs. Brett and Richard Agee control Bayou Holdings, an entity that will retain an ownership interest in you after the offering. Please ensure that your beneficial ownership table on page 147 reflects Brett and Richard Agee’s beneficial ownership of shares held by Bayou Holdings.

Securities and Exchange Commission

June 29, 2017

Page 3

RESPONSE:         We have revised the Supplemental Response, including Messrs. Brett and Richard Agee’s biographical sketches, to discuss all principal occupations and employment during the past five years, including Mr. Agee’s position as the President and Chief Executive Officer of Bayou Holdings.  See page 117 of the Supplemental Response.

With respect to the second part of comment #4, we have revised the beneficial ownership table to reflect Brett and Richard Agee’s beneficial ownership of the shares of our Class B common stock that Bayou Holdings is expected to receive as consideration for the termination of the portion of the Ranger Bridge Loan attributable to Bayou Holdings.  See pages 147 and 148 of the Supplemental Response.

Exhibits

Exhibit 2.2

5.                                      We note various references to a Disclosure Schedule in the purchase agreement with ESCO Leasing, LLC. Please file a list briefly identifying the contents of all omitted schedules or similar attachments, including the Disclosure Schedule, or confirm the filed purchase agreement identifies all contents of each omitted schedule or similar attachment.

RESPONSE:         We acknowledge the Staff’s comment and undertake to file a list briefly identifying the contents of all omitted schedules or similar attachments, including the Disclosure Schedule, in a future amendment to the Registration Statement.

*              *              *              *              *

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Douglas E. McWilliams or Julian J. Seiguer of Vinson & Elkins L.L.P. at (713) 758-3613 or (713) 758-2790, respectively.

Very   truly yours,

RANGER   ENERGY SERVICES, INC.

By:

/s/   Darron M. Anderson

Name:

Darron M.   Anderson

Title:

President   and Chief Executive Officer

Enclosures

cc:

Douglas   E. McWilliams

Julian J.   Seiguer

Vinson &   Elkins L.L.P.

Mail Stop 4628
June 27, 2017

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

Re: Ranger Energy Services , Inc.
 Amendment No. 1 to Registration Statement on  Form S-1
Filed June 14 , 2017
 File No. 333 -218139

Dear Mr. Anderson :

We have reviewed your amended 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 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.   Unless we
note otherwise, our references to prior comments are to comments in our June 9, 2017 letter .

General

Prospectus Summary, page 1

Our History and Corporate Reorganization, page 10

1. We refer you to the ownership diagram s on page s 12 and 137, and t o footnote 2
thereto.  Please revise to separately quantify the ownership and voting interests of the
investors in this offering  and ESCO upon the closing of the offering.

Darron M. Anderson
Ranger Energy Services, Inc.
June 27 , 2017
Page 2

 Risk Factors, page 23

Risks Related to this Offering and Our Class A Common Stock , page 23

“CSL has the ability to direct the voting of a majority of our voting stock.”

2. Please expand this risk factor to address the risks associated  with Bayou Holdings ’
right to designate two directors to the extent CSL beneficially owns at least 50% of
your common stock.

Management’s Discussion and Analysis, page 64

Liquidity and Capital Resources,  page 78

Our Debt Agreements, page 80

3. Please expand your disclosure to describe all material terms of your new credit
agreement , including  the maturity  date and interest rates.  Please refer to Item
303(a)(1) of Regulation S -K.

Management, page 116

Directors and Executive Officers, page 116

4. Please revise Mess rs. Brett and Richard Agee’s biogr aphical sketches to discuss all
principal  occupations  and employment during the past five years.  In this regard, we
note that the Stockholder’s Agreement indicates that Brett Agee is the President  and
Chief Executive Officer of Bay ou Holdings .  We further note you disclose  on page
144 that Messrs.  Brett and  Richard Agee control Bayou Holdings, an entity that will
retain an ownership interest in you after the offering.  Please  ensure that your
beneficial ownership table on page 147 reflects Brett and Richard Agee’s beneficial
ownership of shares held by  Bayou  Holdings.

Exhibits

Exhibit 2.2

5. We note various references to a Disclosure Schedule in the purchase agreement with
ESCO Leasing, LLC .  Please file a list briefly identifying the contents of all omitted
schedules or similar attachment s, including the Disclosure Schedule, or confirm the
filed purchase agreement identif ies all contents of each omitted schedule or similar
attachment.

Darron M. Anderson
Ranger Energy Services, Inc.
June 27 , 2017
Page 3

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

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

Ranger Energy Services, Inc.

800 Gessner Street, Suite 1000

Houston, Texas 77024

June 13, 2017

H. Roger Schwall

Assistant Director

Office of Natural Resources

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Ranger Energy Services, Inc.

Registration Statement on Form S-1
 Filed May 22, 2017
 File No. 333-218139

Ladies and Gentlemen:

Set forth below are the responses of Ranger Energy Services, Inc. (the “Company”, “we,” “us” or “our”), 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 June 9, 2017, with respect to the Registration Statement on Form S-1, File No. 333-218139, filed with the Commission on May 22, 2017 (the “Original Filing”).

Concurrently with the filing of this letter, we are filing Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”) via EDGAR. For convenience, we will hand deliver three full copies of Amendment No. 1, as well as three copies of Amendment No. 1 marked to show all changes made since the Original Filing. We are also concurrently providing certain information responsive to Comment No. 2 and Comment No. 3 in a separate letter addressed to the address set forth above (the “Supplemental Letter”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified. Further, all capitalized terms used without definition herein have the meanings assigned to such terms in Amendment No. 1 unless otherwise specified.

General

1.                                      We received your confidential treatment application with regard to certain portions of Exhibit 10.6. Please note that we will provide any comments related to the confidential treatment application under separate cover.

RESPONSE:                            We acknowledge the Staff’s comment and note that the Staff will provide any comments related to the confidential treatment application under separate cover.

Securities and Exchange Commission

June 13, 2017

Page 2

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

How We Evaluate Our Operations, page 63

Rig Utilization, page 64

2.                                      We note that you have disclosures on pages 2, 5, 83 and 85, characterizing your rig utilization as either “relatively high” or “significantly higher” in comparison to that of your competitors. Separately, you indicate that your use of utilization metrics based on a 55-hour week is consistent with industry standards.

Explain to us, in reasonable detail, the basis for your statements comparing your rig utilization rates to those of your competitors and that your use of utilization metrics based on a 55-hour week is consistent with industry standards. As part of your response, describe any objective evidence that supports your statements.

RESPONSE:                            Our disclosures characterizing our rig utilization as either “relatively high” or “significantly higher” in comparison to that of our competitors are based primarily upon (i) our review of our competitors’ public disclosures and (ii) our discussions with other industry participants. For example, under separate cover of the Supplemental Letter we are providing the Staff with rig utilization calculations (the “Supporting Materials”) for the first quarter of 2017 for Basic Energy Services, Inc. (“Basic”), C&J Energy Services, Inc. (“C&J”), Key Energy Services, Inc. (“Key”) and Pioneer Energy Services Corp. (“Pioneer”), each of which had significantly lower rig utilization than ours during the first quarter of 2017. Specifically, as shown in further detail in the Supporting Materials, Basic, C&J, Key and Pioneer had rig utilizations of 52%, 36%, 26% and 43%, respectively, during such period as compared to our rig utilization of 81%.

Of these four competitors, Basic explicitly states in its Quarterly Report on Form 10-Q (“Form 10-Q”) for the first quarter of 2017 that its rig utilization for such period was 52%. Although Basic’s Form 10-Q does not explicitly state that its rig utilization calculation is based on a 55-hour work week, Basic’s inclusion in its Form 10-Q of both its weighted average number of rigs and rig hours for the period presented enable us to confirm, as shown in the Supporting Materials, that such calculation was made using a 55-hour assumption. Further, certain of Basic’s other public disclosures, including its Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2016, explicitly state that Basic’s utilization is based on a 55-hour week. For example, Basic’s 10-K states that it measures the activity levels of its well servicing rigs “by calculating a rig utilization rate based on a 55-hour work week per rig.” Similarly, although neither C&J nor Key provide utilization metrics in its public disclosures, the disclosures that they do provide in their Forms 10-Q for the first quarter of 2017 regarding the number of rigs in their rig fleets (which, in the case of Key, is estimated based on disclosures in its Form 10-K for the year ended December 31, 2016) and the number of rig hours worked during the period enable us to calculate, as shown in the Supporting Materials, their rig utilization assuming a 55-hour work week. Finally, Pioneer discloses in its Form 10-Q for the first quarter of 2017 that its rig utilization for such period was 43%.  Although Pioneer’s Form 10-Q does not disclose its rig hours for the period, our discussions with representatives of Pioneer have confirmed that Pioneer’s utilization is based on a 55-hour assumption.  Accordingly, the Supporting Materials provide a corresponding rig hour calculation for Pioneer based on such assumption.

Further , we regularly engage in discussions with other participants in the well service rig industry regarding industry standards, including suppliers, customers, competitors and industry analysts, among others. In particular, our discussions and due diligence efforts in connection with our recent and pending acquisitions have provided additional evidence of industry participants utilizing a 55-hour work week. As a result of such discussions and related due diligence efforts, in addition to the objective evidence contained in our competitors’ public disclosures and the Supporting Materials, we have formed our belief that a 55-hour work week is consistent with industry standards.

We respectfully advise the Staff that the information set forth above, in addition to the objective evidence provided in our competitors’ public disclosures and in the Supporting Materials, provide a reasonable basis for the statements in Amendment No. 1 comparing our rig

Securities and Exchange Commission

June 13, 2017

Page 3

utilization metrics to those of our competitors and that our use of utilization metrics based on a 55-hour work week is consistent with industry standards.

3.                                      Explain to us, in reasonable detail, how the utilization rates disclosed in your filing have been calculated. As part of your response, provide details showing how the utilization rate for the first quarter of 2017 was calculated.

Additionally, explain to us the extent to which differences in rig specifications, capabilities, deployments or other factors result in individual utilization rates that are not consistent with the fleet rates disclosed in your filing.

RESPONSE:                            As shown in further detail in the Supporting Materials, and as described on pages 22, 63 and 68 of Amendment No. 1, our rig utilization is calculated by dividing (i) the approximate aggregate operating well service rig hours for the periods presented by (ii) the potential aggregate well service rig hours available assuming a 55-hour work week and a midmonth convention whereby a well service rig placed into service during a month, meaning that we have taken delivery of such well service rig and equipped it for operations, is assumed to be operating for one half of such month. For example, during the first quarter of 2017, (i) the numerator for our rig utilization calculation was 39,124 rig hours, which is the sum of all hours worked by our well service rigs during the quarter, and (ii) the denominator for our rig utilization calculation was 48,202, which is the product of (A) the average number of well service rigs in service during the period, (B) the number of weekdays during such period and (C) 11 hours per work day. The Supporting Materials set forth in detail our calculation of our utilization rate for the first quarter of 2017.

With respect to the second paragraph of comment #3, we respectfully advise the Staff that we do not generally experience, as a result of differences in rig specifications, capabilities, deployments or other factors, individual utilization rates that are not consistent with the fleet rates discussed in our filing.  Although our utilization rates do sometimes fluctuate in connection with basin-by-basin activity levels or macroeconomic trends, particularly as such trends impact the relative levels of demand for completion-oriented and production-oriented services, we believe that the quality and composition of our fleet allows for relatively uniform utilization levels.

Ranger Energy Services, Inc. Predecessor

Notes to Condensed Combined Consolidated Financial Statements, page F-18

New Accounting Pronouncements, page F-18

4.                                      We note disclosure in your first quarter 2017 financial statements, regarding ASU 2014-09 ‘Revenue from Contracts with Customers’ stating “The ASU is effective for annual and interim reporting periods beginning after December 15, 2016” although also explaining that you are in “the initial stages of evaluating the effect of the standard” and management “continues to evaluate the available transition methods.”

Please update your disclosure to reflect the effective date deferral that was announced in ASU 2015-14; this changed the effective date of the standard to annual and interim reporting periods beginning after December 15, 2017, unless early adoption is applied.

Securities and Exchange Commission

June 13, 2017

Page 4

Please revise your disclosure accordingly here and in the Notes to the Combined Consolidated Financial Statements on page F-41.

RESPONSE:                            We have updated Amendment No. 1 to reflect the effective date deferral that was announced in ASU 2015-14. See pages F-21 and F-43 of Amendment No. 1.

*                                         *                                         *                                         *                                         *

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Douglas E. McWilliams or Julian J. Seiguer of Vinson & Elkins L.L.P. at (713) 758-3613 or (713) 758-2790, respectively.

Very   truly yours,

RANGER   ENERGY SERVICES, INC.

By:

/s/   Darron M. Anderson

Name:

Darron M.   Anderson

Title:

President   and Chief Executive Officer

Enclosures

cc:

Douglas   E. McWilliams

Julian J.   Seiguer

Vinson &   Elkins L.L.P.

Mail Stop 4628
June 9, 2017

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

Re: Ranger Energy Services , Inc.
 Registration Statement on  Form S-1
Filed May 22, 2017
 File No. 333 -218139

Dear Mr. Anderson :

We have reviewed your 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 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 bel ieve 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.   Unless we
note otherwise , our references to prior comments are to comments in our May 11 , 2017 letter.

General

1. We received your  confidential treatment application with regard to certain portions of
Exhibit 10.6 .  Please note that we will provide any comments related to the
confidential treatment application  under separate cover.

Darron M. Anderson
Ranger Energy Services, Inc.
June 9, 2017
Page 2

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

How We Evaluate Our Operations, page 63

Rig Utilization, page 64

2. We note that you have disclosures on pa ges 2, 5, 83 and 85, characterizing your rig
utilization as either “relatively high” or “significantly higher” in comparison to that of
your competitors.  Separately, you indicate that your use of utilization metrics based
on a 55 -hour week is consistent w ith industry standards.

Explain to us, in reasonable detail, the basis for your statements comparing your  rig
utilization rates to those of your competitors and that your use of utilization metrics
based on a 55 -hour week is consistent with industry st andards.  As part of your
response, describe any objective evidence that supports your statements.

3. Explain to us, in reasonable detail, how the utilization rates disclosed in your filing
have been calculated.  As part of your response, provide details showing how the
utilization rate for the first quarter of 2017 was calculated.

Additionally, explain  to us the extent to which differences in rig specifications,
capabilities, deployments or other factors result in individual utilization rates that are
not consistent with the fleet rates disclosed in your filing.

Ranger Energy Services, Inc. Predeces sor

Notes to Condensed Combined Consolidated Financial Statements, page F -18

New Accounting Pronouncements, page F -18

4. We note disclosure in your first quarter 2017 financial statements, regarding ASU
2014 -09 ‘Revenue from Contracts with Customers’ stati ng “The ASU is effective for
annual and interim reporting periods beginning after December 15, 2016” although
also explaining  that you are in “the initial stages of evalu ating the effect of the
standard” and management “ continues to evaluate the available transition methods .”

Please update your disclosure to reflect the effective date deferral that was announced
in ASU 2015 -14; this changed the effective date of the standard to annual and interim
reporting periods beginning after December 15, 2017, unles s early adoption is
applied.  Please revise your disclosure accordingly here and in the Notes to the
Combined Consolidated Financial Statements on page F -41.

Darron M. Anderson
Ranger Energy Services, Inc.
June 9, 2017
Page 3

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  acceleration.  Please allow
adequate time  for us to review any amendment prior to the requested effe ctive date of the
registration statement.

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

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

Ranger Energy Services, Inc.

800 Gessner Street, Suite 1000

Houston, Texas 77024

May 22, 2017

H. Roger Schwall

Assistant Director

Office of Natural Resources

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-3561

Re:                             Ranger Energy Services, Inc.

Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted May 2, 2017
 CIK No. 0001699039

Ladies and Gentlemen:

Set forth below are the responses of Ranger Energy Services, Inc. (the “Company”, “we,” “us” or “our”), 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 May 11, 2017, with respect to Confidential Submission No. 3 on Form S-1, CIK No. 0001699039, submitted to the Commission on May 2, 2017 (“Submission No. 3”).

Concurrently with the filing of this letter, we are filing our Registration Statement on Form S-1 (“Filing No. 1”) via EDGAR. For convenience, we will hand deliver three full copies of Filing No. 1, as well as three copies of Filing No. 1 marked to show all changes made since the submission of Submission No. 3.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  All references to page numbers and captions correspond to Filing No. 1 unless otherwise specified. Further, all capitalized terms used without definition herein have the meanings assigned to such terms in Filing No. 1 unless otherwise specified.

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

How We Evaluate Our Operations, page 63

Rig Utilization, page 64

1.                                      We understand from your response to prior comment 2 that your utilization metrics are not based on the actual number of hours that rigs could be in service during a period

Securities and Exchange Commission

May 22, 2017

Page 2

but rather an estimate of a probable work week, “based on current market dynamics,” also using a half-month convention for changes in rig ownership.

Tell us how your metrics compare to actual utilization for each period covered by your financial statements, based on the number of days that rigs are owned and a 24- hour day, using actual hours billed or actual days in service, as appropriate.  If these metrics are materially impacted by rigs owned but not available for use, also submit a comparable set of utilization figures based on the number of days that rigs are available and a 24-hour day, using actual hours billed or actual days in service.

Please expand your disclosure to address any material differences between the utilization figures that are outlined above, based on the actual amount of time or days that have elapsed in the period, and those you presently disclose.

RESPONSE:  We acknowledge the Staff’s comment and respectfully advise the Staff that the presentation of utilization metrics based on a 24-hour work day would not provide investors with meaningful information about our well service rig business.  As we advised the Staff in our response to prior comment 2, our utilization metrics are based on a 55-hour work week for each of our well service rigs, which we believe to be consistent with industry standards for the well service rig industry, the nature of our relationships with our customers and a full work week for well service rigs based on historical operations. Although our well service rigs are theoretically capable of operating for periods in excess of 55 hours per week, industry standards generally provide for an average work week of at or near 55 hours for a well service rig operating at full capacity, as opposed to industry standard utilization rate calculations for drilling rigs, which do provide for 24 hour days.  In this regard, we advise the staff that well service rigs, such as those in our fleet, have fundamental differences in operational design, uses and capital costs than drilling rigs, and accordingly the utilization metrics used for drilling rigs are inapplicable to well service rigs.  For example, Basic Energy Services Inc., which is named on page 94 of Filing No. 1 as one of our primary competitors in the well services market, bases its rig utilization calculations on the same 55-hour work week. We believe that our other competitors, as well as industry analysts, base their utilization calculations on the same assumptions.

We further advise the Staff that we do not maintain or evaluate utilization metrics based on the number of days that rigs are owned and a 24-hour day. As indicated above, any utilization metric based on such assumptions would be inherently misleading and would not be representative of our operations or similar metrics used in our industry.  In addition, we do not believe that our utilization metrics are materially impacted by rigs owned but not available for use, as our half-month convention for changes in rig ownership serves to maintain a consistent method of accounting for rig availability. Accordingly, we do not believe that providing additional utilization metrics would be meaningful to investors or provide them with any information that would be useful in making an investment decision.

Executive Compensation, page 109

Additional Narrative Disclosures, page 112

Incentive Units, page 113

2.                                      Please expand your disclosure regarding the outstanding Ranger Holdings and Torrent Holdings Incentive Units to describe all material terms of the units, including the payout triggers and amounts, and the specific events that would constitute a “Change of Control” for the purposes of the event-based vesting of the Ranger Holdings incentive units.  In that regard, please clarify whether Ranger Holdings’ Class C and Class D event-based incentive units will be accelerated by your corporate reorganization and this offering.  In addition, please file the LLC agreements that govern Ranger Holdings and Torrent Holdings. Refer to Item 601(b)(10)(iii) of Regulation S-K.  Please also revise your post-offering ownership diagrams on pages 11 and 122 to reflect the ownership interests of Ranger Holdings and Torrent Holdings.

RESPONSE:  We have revised Filing No. 1 to disclose all material terms of the units, including the payout triggers and amounts, and the specific events that would constitute a “Change of Control” for the purposes of the event-based vesting of the Ranger Holdings incentive units. Please see pages 117 through 121 of Filing No. 1 under “Executive Compensation—Narrative Disclosures—Incentive Units.”

We have also clarified that Ranger Holdings’ Class C and Class D event-based incentive units will not be accelerated by our corporate reorganization and this offering, as neither our corporation reorganization nor this offering will constitute a “Change of Control” or an “Initial Public Offering” with respect to such Ranger Holdings Incentive Units.

Securities and Exchange Commission

May 22, 2017

Page 3

Further, we have revised page II-6 of Filing No. 1 to indicate that we will file the LLC Agreements that govern Ranger Holdings and Torrent Holdings. We advise the Staff that we intend to amend and restate such LLC Agreements in connection with the corporate reorganization described in Filing No. 1, and accordingly have indicated on page II-6 of Filing No. 1 that the LLC Agreements will be filed, as amended and restated, in a future amendment to the registration statement.

Finally, we have revised our post-offering ownership diagrams on pages 11 and 129 of Filing No. 1 to reflect the ownership interests of Ranger Holdings and Torrent Holdings.

Employment, Severance or Change in Control Agreements, page 115

3.                                      Please revise your disclosure to clarify whether your employment agreements with Messrs. Agee, Douglas, Podraza and Perryman will continue following your corporate reorganization and this offering.  To the extent you intend to terminate such agreements, describe the particular provisions governing such termination, including whether termination would be without “Cause,” for “Good Reason,” or pursuant to a change in control, and any payments due thereunder. To the extent such employment agreements will remain in effect, please file the agreements as exhibits to the registration statement.  See Item 601(b)(10) of Regulation S-K.

RESPONSE:  We have revised page 121 of Filing No. 1 to clarify that the employment agreement with Mr. Agee has been terminated, the employment agreements with Messrs. Douglas and Podraza will be terminated and the employment agreement with Mr. Perryman will continue following the completion of this offering. We have also revised pages 121 and 122 of Filing No. 1 to describe the particular provisions that governed the termination of the employment agreements with Messrs. Agee and Milliren and the provisions that will, or that are expected to, govern the termination of the employment agreements with Messrs. Douglas and Podraza, including a description of the payments that will, or are expected to, be due thereunder (if any).

The employment agreement with Mr. Perryman has now been filed as Exhibit 10.11 to Filing No. 1.

*                                         *                                         *                                         *                                         *

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact Douglas E. McWilliams or Julian J. Seiguer of Vinson & Elkins L.L.P. at (713) 758-3613 or (713) 758-2790.

Very   truly yours,

RANGER   ENERGY SERVICES, INC.

By:

/s/   Darron M. Anderson

Name:

Darron M.   Anderson

Title:

President   and Chief Executive Officer

Enclosures

cc:                                Douglas E. McWilliams

Julian J. Seiguer

Vinson & Elkins L.L.P.

Mail Stop 4628
May 11, 2017

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

Re: Ranger Energy Services , Inc.
 Amendment No. 2  to
Draft Registration Statement on  Form S-1
Submitted  May 2 , 2017
 CIK No. 0001 699039

Dear Mr. Anderson :

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.   Unless we note otherwise, our references to prior comments are to comments in
our April 25 , 2017 letter.

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

How We Evaluate Our Operations, page 63

Rig Utilization, page 64

Darron M. Anderson
Ranger Energy Services, Inc.
May 11, 2017
Page 2

 1. We understand from your response to prior comment 2 that your utilization metrics
are not based on the actual number of hours that rigs could be in service during a
period but rather an estimate of a probable work week, “based on current market
dynamics,” also using a half -month convention for changes in rig ownership.

Tell us how your metrics compare to actual utiliz ation for each period covered by
your financial statements, based on the number of days that rigs are owned and a 24 -
hour day, using actual hours billed or actual days in service, as appropriate.   If these
metrics are materially impacted by rigs owned but not available for use, also submit a
comparable set of utilization figures based on the number of days that rigs are
available and a 24 -hour day, using actual hours billed or actual days in service.

Please expand your disclosure to address any material differences between the
utilization figures that are outlined above, based on the actual amount of time or days
that have elapsed in the period, and those you presently disclose.

Executive Compensation, page 109

Additional Narrative Disclosures, page 112

Incentive Units, page 113

2. Please expand your disclosure regarding the outstanding Ranger Holdings and
Torrent Holdings Incentive Units to describe all material terms of the units, including
the payout triggers and amounts , and the specific events that would constitute a
“Change of Control” for the purposes of the event -based vesting of the Ranger
Holdings incentive units.  In that regard, please  clarify  whether Ranger Holdings’
Class C and Class D event -based incentive units  will be accelerated by your corporate
reorganization and this offering.  In addition, please file the LLC agreements that
govern Ranger Holdings and Torrent Holdings.  Refer to Item 601(b)(10)(iii) of
Regulation S -K.  Please also revise your post -offering  ownership diagrams on pages
11 and 122 to reflect the ownership interests of Ranger Holdings and Torrent
Holdings.

Employment, Severance or Change in Control Agreements, page 115

3. Please revise your disclosure to clarify  whether your employment agreemen ts with
Messrs. Agee, Douglas, Podraza and Perryman will continue following your
corporate r eorganization and this offering.  To the extent you intend to terminate such
agreements , describe the particular provisions governing such termination, including
whether termination would  be without “Cause,” for “Good Reason,” or pursuant to a
change in control, and any payments due thereunder .  To the extent such employment

Darron M. Anderson
Ranger Energy Services, Inc.
May 11, 2017
Page 3

 agreements will remain in effect, please file the agreements as exhibit s to the
registration statement.  See Item 601(b)(10) of Regulation S -K.

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

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources

Mail Stop 4628
April 25, 2017

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

Re: Ranger Energy  Services , Inc.
 Amendment No. 1 to
Draft Registration Statement on  Form S-1
Submitted  April 14 , 2017
 CIK No. 0001 699039

Dear Mr. Anderson :

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.   Unless we note otherwise, our references to prior comments are to comments in
our April 7, 2017 letter.

General

1. We note your res ponse to  prior comment 7  indicates that you are not substantially
dependent on the  EOG Contract since  the take-or-pay provisions relate to  only 8% of
your total current rig fleet.   However, we note that Note 8 to your consolidated
financial statements reflects  that EOG Resources accounted for approximately  19.8%
of your revenues balance fo r the year ended December 31, 2016 .  Please revise your

Darron M. Anderson
Ranger Energy Services, Inc.
April 25, 2017
Page 2

 disclosure to clarify  the extent to which EOG is contracted to take -or-pay for your
services  and any material t erms  related to such arrangement .

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

How We Evaluate Our Operations, page 63

Rig Utilization, page 64

2. We note that you have added general commentary on rig util ization in response to
prior comment 9.   Given that you have identified rig utilization as an important
indicator of your activity and profitability, please expand your disclosure to discuss
the actual metrics for the periods associated with your financial  report, along with any
material changes in the number of rigs and hours.   As you indicate that a 55 hour
work week is utilized as the denominator in your computation for each rig, please
also clarify whether this is the maximum number of hours per week th at any rig is
operated; and if this is not the case, disclose the maximum number of hours and the
extent to which the utilization figures would change based on this alternate figure.

Description of Capital Stock, page 122

Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of
Incorporation, Our Amended and Restated Bylaws and Delaware Law, page 123

Amended and Restated Certificate of Incorporation  and Bylaws, page 124

3. Please expand your fourth bullet point  to disclose that, prior to the date  on which CSL
and its affiliates  no longer hold more than 50% of the voting power of your common
stock, board vacancies can also be filled by the affirmative vote of the holders of a
majority of the voting power of the o utstanding shares entitled to vote.  We note in
that regard Section 5.2 of your amended and restated certificate of incorporation  filed
as Exhibit 3.2 .

Unaudited Pro Forma Condensed Financial Statements, page F -2

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

4. We have read the incremental disclosures provided in response to prior comment 17,
regarding the accounting you will apply to any tax assets and payables related to your
Tax Receivable Agreement.   Please f urther expand your disclosure to explain how

Darron M. Anderson
Ranger Energy Services, Inc.
April 25, 2017
Page 3

 any need for a valuation allowance against the tax assets would impact your
accounting for the payables, both initially and in subsequent periods.

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

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources

Mail Stop 4628
April 7 , 2017

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

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

Dear Mr. Anderson :

We have reviewed your draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on E DGAR.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing the information you provide in response to these  comments  and your
amende d draft registration statement or filed registration statement,  we may have  additional
comments.

General

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

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

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

 Industry and Market Data, page i i

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

Prospectus Summary, page 1

Our Company, page 1

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

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

Industry Trends, page 3

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

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

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

 Our Corporate Structure, page 6

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

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

How We Evaluate Our Operations , page 63

Rig Utilization, page 64

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

Liquidity and Capital Resources, page 69

Contractual and Commercial Commitments, page 72

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

Directors and Executive Officers, page  103

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

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

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

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

Executive Compensation, page 108

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

Our History and Corporate Reorganization, page 109

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

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

Principal and Selling Shareholders, page 119

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

Unaudited Pro Forma Condensed Financial Statements , page F -2

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

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

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

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

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

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

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

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

Exhibits

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

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

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

Sincerely,

 /s/ Loan Lauren P. Nguyen for

 H. Roger Schwall
Assistant Director
Office of Natural Resources