SecProbe.io

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 June 11, 2025

Brent W. Clum
Chief Financial Officer
TXO Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102

 Re: TXO Partners, L.P.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 4, 2025
 File No. 001-41605
Dear Brent W. Clum:

 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
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</DOCUMENT>

CORRESP
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 Document June 2, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Karl Hiller Re: TXO Partners, L.P. Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 4, 2025 File No. 001-41605 To the addressees set forth above: This letter sets forth the response of TXO Partners, L.P. (the “ Company ,” “ we ,” “ our ” and “ us ”) to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “ Staff ”) dated May 22, 2025 (the “ Comment Letter ”) relating to the Form 10-K for the fiscal year ended December 31, 2024 publicly filed on March 4, 2025 (the “ Form 10-K ”). To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Company with respect thereto. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Form 10-K. Form 10-K for the Fiscal Year ended December 31, 2024 Business and Properties Proved Undeveloped Reserves (PUDS), page 10 1. Please expand your description of the investments and progress made to develop your oil and gas reserves to clarify how the individual costs relate to the activities described, similar to your disclosure on page 8, and to separately report the capital expenditures incurred to convert proved undeveloped reserves to proved developed reserves. However, for any years in which you did not convert proved undeveloped reserves to developed reserves, it appears you would report that such capital expenditures were $0, to comply with the disclosure requirements in Item 1203(c) of Regulation S-K. Response : We acknowledge the Staff’s comment and will expand our description of investments and progress made to develop our oil and gas reserves accordingly in future filings, including reporting such capital expenditures as $0 in years when we do not convert any proved undeveloped reserves to developed reserves. For example, we would propose to the following example disclosure using the information from the years ended December 31, 2022, 2023 and 2024: We incurred no costs during the year ended December 31, 2024, no costs during the year ended December 31, 2023 and $7.1 million during the year ended December 31, 2022 to convert proved undeveloped reserves into proved developed reserves. The $7.1 million incurred during the year ended December 31, 2022 consisted of approximately $7.1 million to drill 4 gross wells (3.0 net wells) and on related equipment. Of these 4 gross wells, 2 gross wells (2.0 net wells) were waiting on completion. 2. We note that while your estimates of proved undeveloped reserves represent approximately 11% of total proved reserves as of December 31, 2024, the table on page 15 indicates that you have virtually no undeveloped acreage (representing about 1/10 of 1% of total developed and undeveloped acreage). However, acreage held by production that includes acres on which wells have not been drilled or completed should be considered undeveloped, regardless of whether such acreage contains proved reserves, as expressed in your disclosure towards the end of page 14, and consistent with Item 1208(c)(4) of Regulation S-K. Please revise your disclosures of acreage to comply with Items 1208(a) and 1208(b) of Regulation S-K, or if you believe that your current disclosures are appropriate and that revisions are not needed, tell us how you have formulated this view. Response: We acknowledge the Staff’s comment. We have reviewed Item 1208(b) and 1208(c)(4) of Regulation S-K and believe that we have an immaterial amount of acreage that would be more appropriately classified as undeveloped acreage. In future filings, we will modify the disclosure to reclassify such developed acreage as undeveloped acreage in accordance with Item 1208(b) and 1208(c)(4) of Regulation S-K. We advise the Staff that the affected acreage represents approximately 0.5% of our total net acreage as of December 31, 2024, since most of our proved undeveloped reserves are part of a CO 2 flood expansions. 3. Please expand the disclosure relating to your developed and undeveloped acreage to provide the expiration dates of material concentrations of your undeveloped acreage. To the extent that you do not have material amounts of expiring acreage, please include an explanation similar to the disclosure on page 18 stating “substantially all of our leases are held by production and do not require continuous development” if applicable, to comply with Item 1208(b) of Regulation S-K. Response: We acknowledge the Staff’s comment and confirm that we do not have material amounts of expiring acreage. In future filings, we will include an explanation to our Developed and Undeveloped Acreage table to clarify that substantially all of our leases are held by production and do not require continuous development. Financial Statements Note 18 – Supplementary Financial Information for Oil and Gas Producing Activities Proved Reserves, page F-23 4. Please expand your discussion of the changes in total proved reserves due to extensions and discoveries to explain the reason for there are no corresponding additions in proved undeveloped reserves in the reconciliation presented on page 10. For example, indicate the extent to which the reserve additions are attributable to drilling wells that did not have proved undeveloped reserves assigned at the beginning of the year, and which resulted in additional proved developed reserves. Please refer to FASB ASC 932-235-50-5 if you require further guidance. Response: We acknowledge the Staff’s comment and will expand our discussion in future filings in accordance with the example below: The 0.4 MBoe of extensions, additions and discoveries in proved reserves in 2024 did not result in the conversion of any proved undeveloped reserves to proved developed reserves because they were primarily related to drilling wells in the San Juan Basin and Permian Basin that did not have proved undeveloped reserves assigned at the beginning of the year, and which resulted in additional proved developed reserves. Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Reserves, page F-24 5. We note that the relative significance of your estimates of future production and development costs utilized in computing the Standardized Measure for the year ended December 31, 2024 appear to be materially inconsistent with the corresponding costs utilized in each of the two previous years. Please revise your disclosure to address this apparent inconsistency or tell us why you believe that revisions are not needed, if this is your view. Response: We acknowledge the Staff’s comment and confirm that the amounts were inadvertently reversed. Future production costs should be $2,077,469,000 and future development costs should be $450,156,000. We will correct the table for the year ended December 31, 2024 in future filings. 6. We note there is a disclosure on page 3 of the reserves report at Exhibit 99.1 indicating that you may have directed the third-party engineer to exclude the cost of plugging and the salvage value of equipment at abandonment in its evaluation. Please expand your disclosure in Note 19 to clarify the reason for the significant difference between the estimates of the undiscounted future net cash flows excluding future income tax presented in Exhibit 99.1 and the estimates presented on page F-24. Response: We acknowledge the Staff’s comment and will expand our disclosure in future filings to include the following clarification in the footnotes to the “Standardized measure, December 31” row of the Changes in Standardized Measure of Discounted Future Net Cash Flows table: “The December 31, 2024 standardized measure includes a reduction of $392.1 million ($392.9 million before income tax) for estimated property abandonment costs. These estimated property abandonment costs are not included in the reserves report prepared by our third-party engineer.” * * * We hope the foregoing answers are responsive to your comments. Please direct any questions or comments regarding this correspondence to the undersigned or to our counsel, Mollie Duckworth of Latham & Watkins LLP, at (737) 910-7325. Very truly yours, TXO Partners, L.P. s/ Brent W. Clum         Name: Brent W. Clum Title: Co-Chief Executive Officer and Chief Financial Officer Cc: Mollie Duckworth, Latham & Watkins LLP

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 May 22, 2025

Brent W. Clum
Chief Financial Officer
TXO Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102

 Re: TXO Partners, L.P.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 4, 2025
 File No. 001-41605
Dear Brent W. Clum:

 We have reviewed your filing and have the following comments.

 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
Proved Undeveloped Reserves (PUDS), page 10

1. Please expand your description of investments and progress made to
develop your oil
 and gas reserves to clarify how the individual costs relate to the
activities described,
 similar to your disclosure on page 8, and to separately report the
capital expenditures
 incurred to convert proved undeveloped reserves to proved developed
reserves.

 However, for any years in which you did not convert proved undeveloped
reserves to
 developed reserves, it appears you would report that such capital
expenditures were
 $0, to comply with the disclosure requirements in Item 1203(c) of
Regulation S-K.

Developed and Undeveloped Acreage, page 14

2. We note that while your estimates of proved undeveloped reserves
represent
 approximately 11% of total proved reserves as of December 31, 2024, the
table on
 May 22, 2025
Page 2

 page 15 indicates that you have virtually no undeveloped acreage
(representing about
 1/10 of 1% of total developed and undeveloped acreage).

 However, acreage held by production that includes acres on which wells
have not
 been drilled or completed should be considered undeveloped, regardless
of whether
 such acreage contains proved reserves, as expressed in your disclosure
towards the
 end of page 14, and consistent with Item 1208(c)(4) of Regulation S-K

 Please revise your disclosures of acreage to comply with Items 1208(a)
and 1208(b)
 of Regulation S-K, or if you believe that your current disclosures are
appropriate and
 that revisions are not needed, tell us how you have formulated this
view.

3. Please expand the disclosure relating to your developed and undeveloped
acreage to
 provide the expiration dates of material concentrations of your
undeveloped acreage.
 To the extent that you do not have material amounts of expiring acreage,
please
 include an explanation similar to the disclosure on page 18 stating
substantially all of
 our leases are held by production and do not require continuous
development if
 applicable, to comply with Item 1208(b) of Regulation S-K.

Financial Statements
Note 18 - Supplementary Financial Information for Oil and Gas Producing
Activities
Proved Reserves, page F-23

4. Please expand your discussion of the changes in total proved reserves
due to
 extensions and discoveries to explain the reason there are no
corresponding additions
 in proved undeveloped reserves in the reconciliation presented on page
10.

 For example, indicate the extent to which the reserve additions are
attributable to
 drilling wells that did not have any proved undeveloped reserves
assigned at the
 beginning of the year, and which resulted in additional proved developed
reserves.

 Please refer to FASB ASC 932-235-50-5 if you require further guidance.

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Reserves,
page F-24

5. We note that the relative significance of your estimates of future
production and
 development costs utilized in computing the Standardized Measure for the
year ended
 December 31, 2024 appear to be materially inconsistent with the
corresponding costs
 utilized in each of the two previous years.

 Please revise your disclosure to address this apparent inconsistency or
tell us why you
 believe that revisions are not needed, if this is your view.
 May 22, 2025
Page 3

6. We note there is disclosure on page 3 of the reserves report at Exhibit
99.1 indicating
 that you may have directed the third party engineer to exclude the cost
of plugging
 and the salvage value of equipment at abandonment in its evaluation.

 Please expand your disclosure in Note 19 to clarify the reason for the
significant
 difference between the estimates of the undiscounted future net cash
flows excluding
 future income tax presented in Exhibit 99.1 and the estimates presented
on page F-24.

 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 John Hodgin at 202-551-3699 if you have questions
regarding the
engineering comments. Please contact Karl Hiller, Branch Chief, at 202-551-3686
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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CORRESP
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CORRESP

 TXO Partners, L.P.

400 West, 7th Street

Fort Worth, Texas 76102

 September 9,
2024

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Anuja
Majmudar

Re:
 TXO Partners, L.P.

Registration Statement on Form S-3 (File No 333-281885)

 Ladies and Gentlemen:

 In accordance with
Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-281885) (the “Registration Statement”) of TXO Partners, L.P. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on
September 11, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mollie Duckworth at (737) 910-7325.

 Thank you for your assistance in this matter.

[signature page follows]

Very truly yours,

TXO Partners, L.P.

By: TXO Partners GP, LLC, its general partner

By:

 /s/ Brent W. Clum

Name:

Brent W. Clum

Title:

President of Business Operation and Chief Financial Officer

cc:
 (via email)

Michael Chambers, Latham & Watkins LLP

Mollie Duckworth, Latham & Watkins LLP

September 6, 2024
Bob R. Simpson
Chief Executive Officer, Chairman and Director
TXO Partners, L.P.
400 West, 7th Street
Fort Worth, TX 76102
Re:TXO Partners, L.P.
Registration Statement on Form S-3
Filed August 30, 2024
File No. 333-281885
Dear Bob R. Simpson:
            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 Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Mollie Duckworth

CORRESP
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CORRESP

 TXO Partners, L.P.

400 West, 7th Street,

Fort Worth, Texas 76102

 March 12,
2024

 VIA EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention:  Liz Packebusch

Re:
 TXO Partners, L.P.

Registration Statement on Form S-3 (File
No. 333-277671)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-277671) (the “Registration Statement”) of
TXO Partners, L.P. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on March 14, 2024, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mollie Duckworth at (737) 910-7325.

Thank you for your assistance in this matter.

[signature page follows]

Very truly yours,

TXO Partners, L.P.

By:

TXO Partners GP, LLC, its general partner

By:

/s/ Brent W. Clum

Name: Brent W. Clum

Title: President of Business Operations and Chief Financial Officer

cc:
 (via email)

Michael Chambers, Latham & Watkins LLP

Mollie Duckworth, Latham & Watkins LLP

United States securities and exchange commission logo
March 11, 2024
Brent W. Clum
Chief Financial Officer
TXO Partners, L.P.
400 West 7th Street
Fort Worth, TX 76102
Re:TXO Partners, L.P.
Registration Statement on Form S-3
Filed March 5, 2024
File No. 333-277671
Dear Brent W. Clum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mollie Duckworth

CORRESP
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CORRESP

 MORNINGSTAR PARTNERS, L.P.

400 West 7th Street

 Fort
Worth, Texas 76102

 January 24, 2023

 Via
Edgar

 Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-4628

 Attn: Irene Barberena-Meissner

Re:
 MorningStar Partners, L.P.

Registration Statement on Form S-1

File No. 333-268424

Ladies and Gentlemen:

 On behalf of MorningStar
Partners, L.P. (the “Partnership”) 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 (File No. 333-268424) (as amended, the “Registration Statement”) be accelerated to 3:00 p.m., Washington, D.C. time, on
January 26, 2023, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Mollie Duckworth at (737) 910-7325.

 The Partnership hereby acknowledges that:

•

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

•

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

•

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

Very truly yours,

MorningStar Partners, L.P.

By: MorningStar Oil & Gas, LLC its general partner

By:

 /s/ Brent W. Clum

Brent W. Clum

President of Business Operations and Chief Financial Officer

cc:
 Bob R. Simpson, Chief Executive Officer, MorningStar Oil & Gas, LLC.

Michael Chambers, Latham & Watkins LLP

Mollie Duckworth, Latham & Watkins LLP

Joshua Davidson, Baker Botts L.L.P.

Douglas V. Getten, Baker Botts L.L.P.

CORRESP
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CORRESP

 January 24, 2023

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628

Attention:
   Irene Barberena-Meissner

Re:
 MorningStar Partners, L.P. (the “Partnership”)

Registration Statement on Form S-1

File No. 333-268424

Ladies and Gentlemen:

 As representatives of
the several underwriters of the Partnership’s proposed initial public offering of common units representing limited partner interests in the Partnership, we hereby join the Partnership’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 January 26, 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 Partnership’s Preliminary Prospectus dated January 18, 2023, through the date hereof:

Preliminary Prospectus dated January 18, 2023:

Approximately 2,200 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,

RAYMOND JAMES & ASSOCIATES, INC.

 STIFEL,
NICOLAUS & COMPANY, INCORPORATED

 As representatives of the several underwriters

RAYMOND JAMES & ASSOCIATES, INC.

By:

 /s/ Kent Nelson

Name: Kent Nelson

Title: Senior Managing Director

STIFEL, NICOLAUS & COMPANY, INCORPORATED

By:

 /s/ Christian Gibson

Name: Christian Gibson

Title:   Managing Director

CORRESP
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CORRESP

 MorningStar Partners, L.P.

400 West 7th Street

Forth Worth, Texas 76102

 January 18,
2023

 VIA EDGAR

 United States Securities and
Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

Attention:
 Irene Barberena-Meissner

Re:
 MorningStar Partners, L.P.

Registration Statement on Form S-1

Filed November 17, 2022

File No. 333-268424

To the addressees set forth above:

 This letter
sets forth the response of MorningStar Partners, L.P. (the “Company,” “we,” “our” and “us”) to the comment set forth in the comment letter of the staff
of the Securities and Exchange Commission (the “Staff”) dated November 29, 2022 (the “Comment Letter”) relating to the Registration Statement on Form S-1
publicly filed on November 17, 2022 (the “Registration Statement”). We have also revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this letter, publicly filed
with the Securities and Exchange Commission an amendment to the Registration Statement (“Public Filing No. 2”) that reflects these revisions and generally updates certain information in the
Registration Statement.

 To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and
immediately below each comment is the response of the Company with respect thereto or a statement identifying the location in Public Filing No. 2 of the requested disclosure or revised disclosure. Please note that all references to page numbers
in our responses refer to the page numbers of the registration statement included in Public Filing No. 2. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Public Filing No. 2.

Registration Statement on Form S-1

Exhibits

1.
 We have read your response to prior comment 2 and note your revisions to the reserves report filed with the
Registration Statement on Form S-1 as Exhibit 99.3; however, it appears certain language (shown underlined below) made in response to prior comment 9 in our letter issued September 19, 2022
has been removed. The Exhibit 99.3, filed September 26, 2022, included the following language: “This report serves as a price sensitivity to the July 31, 2022 Securities and Exchange Commission (the
“SEC”) report dated August 30, 2022 and has kept all factors, including production forecasts, operating and development costs and the timing for drilling new wells the same as the aforementioned SEC
report.” Please obtain and file a revised reserve report.

 Response: We acknowledge the
Staff’s comment and have revised the Registration Statement accordingly. Please see revised Exhibit 99.3 included with Public Filing No. 2.

* * *

 We hope the foregoing answers are responsive to your comments. Please direct any questions
or comments regarding this correspondence to the undersigned or to our counsel, Michael Chambers of Latham & Watkins LLP, at (713) 546-7416 or Mollie Duckworth of the same firm at (737) 910-7325.

Very truly yours,

MorningStar Partners, L.P.

By:

 /s/ Brent W. Clum

Name: Brent W. Clum

Title: President of Business Operations and Chief Financial Officer

cc:
 Michael Chambers, Latham & Watkins LLP

Mollie Duckworth, Latham & Watkins LLP

CORRESP
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CORRESP

 Via EDGAR

January 13, 2023

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Irene
Barberena-Meissner

Re:

MorningStar Partners, L.P.

Registration Statement on Form S-1

File No. 333-268424

 Ladies and Gentlemen:

Pursuant to discussions with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission, MorningStar Partners, L.P. (the “Partnership,” “we,” “us” or “our”) hereby confidentially submits (the “Submission”) its currently expected offering terms of the initial public offering
(the “Offering”) of common units representing limited partner interests in the Partnership (the “Common Units”), including, among other things, 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 Partnership expects to receive from the Offering and the total number of Common Units to be outstanding after the Offering. The
Partnership 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. 333-268424
(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 Common Units to be offered as of January 13, 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 Partnership 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 Partnership proposes to sell up to 5,000,000 Common Units. The Partnership also proposes to grant the underwriters a 30-day option to
purchase up to an additional 750,000 Common Units 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 Partnership’s and the underwriters’ concern regarding providing such information in advance of the launch of the 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 Partnership 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 Partnership 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 Michael Chambers
of Latham & Watkins LLP, at (713) 546-7416 or Mollie Duckworth of the same firm at (737) 910-7325.

Very truly yours,

MORNINGSTAR PARTNERS, L.P.

By:

/s/ Brent W. Clum

Name:

Brent W. Clum

Title:

President of Business Operations and Chief Financial Officer

cc:
 Michael Chambers, Latham & Watkins LLP

Mollie Duckworth, Latham & Watkins LLP

United States securities and exchange commission logo
November 29, 2022
Bob R. Simpson
Chief Executive Officer
MorningStar Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102
Re:MorningStar Partners, L.P.
Registration Statement on Form S-1
Filed November 17, 2022
File No. 333-268424
Dear Bob R. Simpson:
            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 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 ourOctober 12, 2022 letter.
Registration Statement on Form S-1 filed November 17, 2022
Exhibits
1.We have read your response to prior comment 2 and note your revisions to the reserves
report filed with the Registration Statement on Form S-1 as Exhibit 99.3; however, it
appears certain language (shown underlined below) made in response to prior comment 9
in our letter issued September 19, 2022 has been removed.

The Exhibit 99.3, filed September 26, 2022, included the following language: “This report
serves as a price sensitivity to the July 31, 2022 Securities and Exchange Commission (the
“SEC”) report dated August 30, 2022 and has kept all factors, including production
forecasts, operating and development costs and the timing for drilling new wells the same

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 November 29, 2022 Page 2
 FirstName LastName
Bob R.  Simpson
MorningStar Partners, L.P.
November 29, 2022
Page 2
as the aforementioned SEC report.” Please obtain and file a revised reserve report.
            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 effective date of the registration
statement.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters.  You may contact John Hodgin, Petroleum Engineer, at 202-551-
3699 or Sandra Wall, Petroleum Engineer, at 202-551-4727 with questions about engineering
comments.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Laura
Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mollie Duckworth, Esq.

CORRESP
1
filename1.htm

CORRESP

 MorningStar Partners, L.P.

400 West 7th Street

Forth Worth, Texas 76102

 November 16,
2022

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention:
    Irene Barberena-Meissner

Re:
 MorningStar Partners, L.P.

Draft Registration Statement on Form S-1

Submitted September 26, 2022

CIK 0001559432

 To the addressees set
forth above:

 This letter sets forth the responses of MorningStar Partners, L.P. (the “Company,”
“we,” “our” and “us”) to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated
October 12, 2022 (the “Comment Letter”) relating to the Draft Registration Statement on Form S-1 confidentially submitted on July 14, 2022, as amended by Amendment No. 1
confidentially submitted with the Commission on August 31, 2022 (“Amendment No. 1”) and by Amendment No. 2 confidentially submitted with the Commission on September 23, 2022
(“Amendment No. 2”) (collectively, the “Registration Statement”). We have also revised the Registration Statement in response to the Staff’s comments and,
concurrently with delivery of this letter, publicly filed with the Securities and Exchange Commission an amendment to the Registration Statement (“Public Filing No. 1”) that reflects these
revisions and generally updates certain information in the Registration Statement.

 To assist your review, set forth below in bold are the
comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Company with respect thereto or a statement identifying the location in Public Filing No. 1 of the requested disclosure or revised
disclosure. Please note that all references to page numbers in our responses refer to the page numbers of the registration statement included in Public Filing No. 1. Capitalized terms used but not defined herein have the meanings ascribed to
such terms in Public Filing No. 1.

 Draft Registration Statement on Form S-1

Risk Factors

 Our partnership agreement will
designate the Court of Chancery of the State of Delaware as the exclusive forum for certain types of action, page 65.

1.
 We note your response to prior comment 3, and re-issue such comment
in part. Please clearly state that investors cannot waive compliance with the federal securities laws and rules and regulations promulgated thereunder. In that regard, we note your disclosure that no unitholder can waive compliance with respect to
“the partnership’s or such unitholder’s” compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

 Response: We acknowledge the Staff’s comment and have revised the Registration
Statement accordingly. Please see pages 65, 66 and 193 of Public Filing No. 1.

 Exhibits

2.
 We have read your response to prior comment 10 and note the statement limiting the distribution to an
exclusive audience has been removed from the reserve report filed as Exhibit 99.3 with Submission No. 3; however, the reserve report does not state the purpose for which the report was prepared, e.g. for inclusion as an exhibit in a filing made
with the Securities and Exchange Commission to comply with Item 1202(a)(8)(i) of Regulation S-K. Please obtain and file a revised reserve report.

Response: We acknowledge the Staff’s comment and have revised the Registration Statement accordingly. Please see revised Exhibit
99.3 included with Public Filing No. 1.

 * * *

We hope the foregoing answers are responsive to your comments. Please direct any questions or comments regarding this correspondence to the
undersigned or to our counsel, Michael Chambers of Latham & Watkins LLP, at (713) 546-7416 or Mollie Duckworth of the same firm at

(737) 910-7325.

Very truly yours,

MorningStar Partners, L.P.

By:

 /s/ Brent W. Clum

Name: Brent W. Clum

Title: President of Business Operations and Chief Financial Officer

cc:
 Michael Chambers, Latham & Watkins LLP

Mollie Duckworth, Latham & Watkins LLP

United States securities and exchange commission logo
October 12, 2022
Bob R. Simpson
Chief Executive Officer
MorningStar Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102
Re:MorningStar Partners, L.P.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted September 26, 2022
CIK 0001559432
Dear Bob R. Simpson:
            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
September 19, 2022 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors
Our partnership agreement will designate the Court of Chancery of the State of Delaware as the
exclusive forum for certain types of actions, page 65
1.We note your response to prior comment 3, and re-issue such comment in part.  Please
clearly state that investors cannot waive compliance with the federal securities laws and
rules and regulations promulgated thereunder.  In that regard, we note your disclosure that
no unitholder can waive compliance with respect to "the partnership’s or such
unitholder’s” compliance with U.S. federal securities laws and the rules and regulations
promulgated thereunder.

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 October 12, 2022 Page 2
 FirstName LastName
Bob R.  Simpson
MorningStar Partners, L.P.
October 12, 2022
Page 2
Exhibits
2.We have read your response to prior comment 10 and note the statement limiting the
distribution to an exclusive audience has been removed from the reserve report filed as
Exhibit 99.3 with Submission No. 3; however, the reserve report does not state the
purpose for which the report was prepared, e.g. for inclusion as an exhibit in a filing made
with the Securities and Exchange Commission to comply with Item 1202(a)(8)(i) of
Regulation S-K.  Please obtain and file a revised reserve report.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters.  You may contact John Hodgin, Petroleum Engineer, at 202-551-
3699 or Sandra Wall, Petroleum Engineer, at 202-551-4727 with questions about engineering
comments.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Laura
Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mollie Duckworth, Esq.

United States securities and exchange commission logo
September 19, 2022
Bob R. Simpson
Chief Executive Officer
MorningStar Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102
Re:MorningStar Partners, L.P.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 1, 2022
CIK 0001559432
Dear Mr. Simpson:
            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
August 10, 2022 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.We note your revised disclosure in response to prior comment 2 that you believe the low
decline nature of your reserves and the relatively low cost to maintain production
combined with your zero to low leverage profile will allow you to distribute a "substantial
portion" of your cash flow from operations each quarter to your unitholders.  We also note
your revised disclosure on page 136 that your primary business objective is to distribute a
substantial portion of your cash flow from operations to your unitholders each quarter and,
over time, to increase your quarterly cash distributions.  Please revise your disclosure to

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 September 19, 2022 Page 2
 FirstName LastNameBob R.  Simpson
MorningStar Partners, L.P.
September 19, 2022
Page 2
explain how you define “substantial portion” of your cash flow from operations each
quarter, and how this relates to your cash distribution policy described on page 79.
2.We have read the three proved reserve reports filed with Amendment No. 1 as
Exhibit 99.1 (SEC prices, as of December 31, 2021), Exhibit 99.2 (SEC prices, as of July
31, 2022) and Exhibit 99.3 (NYMEX strip prices, as of August 1, 2022).  We also note
your updated SEC and NYMEX proved reserves and the related estimates of PV-10 are
disclosed throughout your filing as of August 1, 2022.  Please note SEC reserve
evaluations, based on historical average prices and costs, provide an estimate of reserves
using an effective date "as of the end of a time period," e.g. as of July 31, 2021.  The
optional disclosure of NYMEX reserve evaluations, based on forecasted future prices and
costs, may provide an estimate of reserves using an effective date "as of the beginning of a
time period," e.g. as of August 1, 2022.  Please revise your proved reserves disclosures
throughout your filing to conform with these "as of" dates.  Refer to the disclosure
requirements in Item 1202(a) of Regulation S-K.
Risks Inherent in an Investment in Us
Our partnership agreement will designate the Court of Chancery of the State of Delaware as the
exclusive forum for certain types of actions, page 65
3.We note your revised disclosure in response to prior comment 11.  Please revise to
disclose whether the waiver of jury trial provision applies to federal securities law claims.
If the provision applies to federal securities laws claims, please also clearly state that
investors cannot waive compliance with the federal securities laws and rules and
regulations promulgated thereunder.
Business and Properties
Oil, Natural Gas and NGL Data
Proved Undeveloped Reserves (PUDs), page 139
4.We have read your responses to prior comments 17 and 18, but note your revised five-
year PUD development plan through 2026 on page 140 appears to relate to converting
only 16.3 MMBoe of the total 23.3 MMBoe of proved undeveloped reserves as of
December 31, 2021.  Please expand your disclosure to explain why you include additional
proved undeveloped reserves for locations not included in your five-year PUD
development plan or revise your disclosure to resolve this apparent inconsistency.  Refer
to Item 1203(d) of Regulation S-K, Rule 4-10(a)(31)(ii) of Regulation S-X, and question
131.03 in our Compliance and Disclosure Interpretations (C&DIs) regarding Oil and Gas
Rules for further clarification or guidance.
Drilling Results, page 144
5.We have read your response to prior comment 19, but note the table on page 145 relating
to the activities in progress at December 31, 2021 shows there were no wells in the
process of drilling, awaiting or undergoing completion.  This appears to be inconsistent

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 September 19, 2022 Page 3
 FirstName LastNameBob R.  Simpson
MorningStar Partners, L.P.
September 19, 2022
Page 3
with the disclosure on page F-20 of proved property balances that include costs of $2.4
million at December 31, 2021 related to wells in the process of drilling.  Please revise
your disclosure as necessary to resolve this apparent inconsistency or tell us why a
revision is not needed.
Executive Compensation and Other Information, page 170
6.We note the disclosure in your Summary Compensation Table regarding a stock award in
the year ended December 31, 2021.  Please provide the disclosure required by Instruction
1 to Item 402(n)(2)(v) and (n)(2)(vi) with respect to such award.
Exhibits
7.The reserve reports filed as Exhibits 99.1, 99.2 and 99.3 refer to additional supplemental
information, e.g. Operating Expense (column 22) in the attached tables, an Appendix with
reserve criteria of the SEC and the methods employed in estimating reserves, a Table of
Contents and various Tables I and II, not included with the reports.  Please obtain and file
revised reports to include the referenced supplemental information.  Alternatively, remove
these references if you do not intend to include this supplemental information.
8.We note disclosure in Exhibit 99.3 indicating that the estimates of reserves and future net
revenue based on forward strip pricing were prepared in accordance with the definitions
and guidelines set forth in the June 2018 Petroleum Resources Management System
(PRMS) approved by the Society of Petroleum Engineers (SPE).  Please note Item
1202(b) of Regulation S-K permits the optional presentation of the sensitivity of reserves
to different pricing and cost criteria.  However, the underlying reserve volumes, excluding
the changes to prices and costs, must still comply with the definitions in Rule 4-10(a) of
Regulation S-X for purposes of disclosure under Subpart 229.1200, including disclosure
under Item 1202(b) of Regulation S-K.

To the extent that the estimates do not meet these requirements, please obtain and file a
revised reserve report and revise the disclosure throughout your filing accordingly.
Alternatively, revise the disclosure in the reserves report filed Exhibit 99.3 to remove all
references to definitions and requirement other than those as identified under Item 1201(c)
of Regulation S-K which specifies that the definitions in Rule 4-10(a) of Regulation S-X
shall apply for purposes of disclosure under Subpart 229.1200.
9.Please expand the disclosure in Exhibit 99.3 to clarify, if true, that the price sensitivity
analysis kept all factors, including production forecasts, operating and development costs
and the timing for drilling new wells, the same as those used in Exhibit 99.2, the reserve
evaluation based on SEC pricing, and the only change relates to the product prices.  Refer
to Item 1202(b) of Regulation S-K.
10.The disclosure in Exhibit 99.3 under the section “General Discussion” includes the
statement that this letter is for the use of MorningStar Partners L.P. and should not be
used, circulated, or quoted for any other purpose without the express written consent of

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 September 19, 2022 Page 4
 FirstName LastName
Bob R.  Simpson
MorningStar Partners, L.P.
September 19, 2022
Page 4
Cawley, Gillespie & Associates, Inc. or except as required by law.

Since the referenced report is included in, and required as part of, a filing made with the
United States Securities and Exchange Commission pursuant to Item 1202(a)(8) of
Regulation S-K, please obtain and file a revised reserves report to remove language that
limits the distribution of the report to an exclusive audience.  Furthermore, the revised
reserve report should state the purpose for which the report was prepared, e.g. for
inclusion as an exhibit in a filing made with the Securities and Exchange Commission to
comply with Item 1202(a)(8)(i) of Regulation S-K.
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters.  You may contact John Hodgin, Petroleum Engineer, at 202-551-
3699 or Sandra Wall, Petroleum Engineer, at 202-551-4727 with questions about engineering
comments.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551- 6548 or Laura
Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mollie Duckworth, Esq.

United States securities and exchange commission logo
August 10, 2022
Bob R. Simpson
Chief Executive Officer
MorningStar Partners, L.P.
400 West 7th Street
Fort Worth, Texas 76102
Re:MorningStar Partners, L.P.
Draft Registration Statement on Form S-1
Submitted July 14, 2022
CIK 0001559432
Dear Mr. Simpson:
            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
Overview, page 3
1.We note your disclosure on page 3 that you intend to make quarterly distributions on your
common units of all of your “cash available for distribution” at the end of each such
quarter.  If your policy will be to distribute all “available cash” you generate each quarter,
as defined in your partnership agreement and as described on page 81, please revise your
disclosure on page 3 accordingly.
2.We note your disclosure that you believe the low decline nature of your reserves and the
relatively low-cost expense to maintain production combined with your zero to low

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 August 10, 2022 Page 2
 FirstName LastNameBob R.  Simpson
MorningStar Partners, L.P.
August 10, 2022
Page 2
leverage profile will allow you to make relatively consistent quarterly distributions.
Please balance such disclosure with your disclosure on page 31 that future quarterly
distributions paid to your unitholders will vary significantly from quarter to quarter and
may be zero.
3.Please balance your disclosure regarding your management team's background with a
reference to your disclosure on page 169-170 regarding the Southland Royalty Company
LLC bankruptcy in 2020.  Please also include disclosure cautioning potential investors
that the prior performance of companies, acquisitions or business initiatives in which your
management team were involved may not be indicative of your future performance.
4.The tabular presentation of SEC and NYMEX proved reserves, PV-10, active well count
and development locations includes a line item “Other” for areas outside the Permian and
San Juan Basins.  Please expand your disclosure to clarify the location of these “Other”
properties.
Reorganization Transactions and Partnership Structure, page 12
5.Please revise to also include a diagram of your ownership structure prior to the offering
and related reorganization transactions.  We also note that your post-closing diagram
shows "Existing Owners" and "Founders" holding ownership interests in your parent
company, MorningStar Partners II, L.P, as separate groups.   Please clarify the difference
between these two owner groups.
Risk Factors
Declining general economic, business or industry conditions and inflation may have a material
adverse effect on our results of operations, page 38
6.You disclose that supply chain constraints and inflationary pressures will likely continue
to adversely impact your operating costs.  You also disclose here and on page 106 that
global, industry-wide supply chain disruptions have resulted in widespread shortages of
labor, materials and services, and that such shortages have resulted in your facing
significant cost increases for labor, materials and services.  Please expand to identify the
principal factors contributing to the supply chain constraints and inflationary pressures
you have experienced and clarify the resulting impact to the company.
7.You also disclose that you continue to undertake actions and implement plans to
strengthen your supply chain to address these pressures and protect the requisite access to
commodities and services.  Please revise to identify the actions and plans taken to mitigate
your supply chain and inflationary pressures.  Please also revise to discuss known trends
or uncertainties resulting from mitigation efforts undertaken, if any.  Explain whether any
mitigation efforts introduce new material risks.

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 August 10, 2022 Page 3
 FirstName LastNameBob R.  Simpson
MorningStar Partners, L.P.
August 10, 2022
Page 3
We use derivative instruments to economically hedge exposure to changes in commodity price,
page 40
8.We note your disclosure regarding the hedging restrictions in your credit facility.  We also
note your disclosure on page 126 that you were in compliance with all financial and other
covenants of your credit facility as of March 31, 2022, except the covenant regarding
hedge volumes required as of March 31, 2022, and that you received a waiver for this
exception in June 2022.  Please revise this risk factor to disclose the breach of this
covenant.
We depend upon several significant purchasers for the sale of most of our oil, natural gas and
NGL production, page 42
9.You disclose here that for the year ended December 31, 2021, Phillips 66 Company,
Tenaska Marketing and Eco-Energy, Inc. accounted for more than 40% of your total
revenues, excluding the impact of your commodity derivatives, and that you sell the
substantial majority of your production under arm’s length contracts with terms of 12
months or less, including on a month-to-month basis, to a relatively small number of
customers.  You also disclose that the loss of any one of these purchasers, the inability or
failure of your significant purchasers to meet their obligations to you or their insolvency
or liquidation could materially adversely affect your financial condition, results of
operations and ability to make distributions to our unitholders.  To the extent you are
substantially dependent on any agreements with these customers, please describe the
material terms of such agreements  and file the agreements as exhibits to your registration
statement. Refer to Item 601(b)(10) of Regulation S-K.  If you believe you are not
substantially dependent on the agreements, please provide us an analysis to explain your
basis for such belief.
Once our common units are publicly traded, the Existing Owners may sell common units in the
public markets, page 67
10.You disclose on page 203 that, under your partnership agreement, you have agreed to
register for resale under the Securities Act and applicable state securities laws any
common units or other partnership interests proposed to be sold by your general partner or
any of its affiliates or their assignees if an exemption from the registration requirements is
not otherwise available.  Please revise this risk factor to disclose the amount of common
units which will be subject to these registration rights.
Our partnership agreement will designate the Court of Chancery of the State of Delaware as the
exclusive forum for certain types of actions , page 67
11.We note your disclosure that your partnership agreement includes a waiver of the right to
trial by jury.  Please revise to address any uncertainty about enforceability.   If the
provision extends to claims under the federal securities laws, please revise to state that
investors cannot waive compliance with the federal securities laws and rules and

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 August 10, 2022 Page 4
 FirstName LastNameBob R.  Simpson
MorningStar Partners, L.P.
August 10, 2022
Page 4
regulations promulgated thereunder.  If the provision does not apply to claims under the
federal securities laws, your disclosure should clearly state so.  Please also disclose this
provision in your summary of material provisions of your partnership agreement which
begins on page 189.
12.We note your disclosure regarding your exclusive forum provision for certain claims, and
your disclosure that if any unitholder brings any of the aforementioned claims, suits,
actions or proceedings and such person does not obtain a judgment on the merits that
substantially achieves, in substance and amount, the full remedy sought, then such person
shall be obligated to reimburse you and your affiliates for all fees, costs and expenses of
every kind and description, including but not limited to all reasonable attorneys’ fees and
other litigation expenses, that the parties may incur in connection with such claim, suit,
action or proceeding.  Please revise to clarify the level of recovery required by the
plaintiff to avoid payment.  For example, please revise to explain the meaning of
obtaining a judgment on the merits that “substantially achieves, in substance and amount,
the full remedy sought," and revise to clarify who would be allowed to recover under this
provision.  In addition, please revise to clarify whether your disclosure that “this
provision” would not apply to claims brought to enforce a duty or liability created by the
Exchange Act, the Securities Act or any other claim for which the federal courts have
exclusive jurisdiction refers to this fee-shifting provision, your exclusive forum provision,
or both.  Please also included related disclosures in your description of your partnership
agreement on page 191.
Use of Proceeds, page 78
13.We note you disclose that you currently intend use the expected net proceeds from this
offering to repay in full amounts outstanding under your revolving credit facility, with any
remaining amounts to be used for working capital and general partnership
purposes.  Please revise to more specifically identify the intended uses of the remaining
amounts of net proceeds after repaying in full amounts outstanding under your revolving
credit facility and provide the estimated amounts you intend to allocate to each identified
purpose.  In that regard, we note you disclose on pages 7 and 133 that you expect to be
able to fund your 2022 and 2023 capital development programs from cash flow from
operations and the net proceeds of this offering.  We further note you disclose on page 7
that during 2022, you expect to spend approximately $20 million to drill 33 gross wells
(18 net wells) and related equipment, $4 million on recompletions of existing wells and
$6 million on remedial workovers and other maintenance projects, and you expect to
spend approximately $20 million in the Permian Basin and approximately $10 million in
the San Juan Basin in 2022.  Refer generally to Item 504 of Regulation S-K.
Our Cash Distribution Policy and Restrictions on Distributions, page 81
14.Please revise this section to provide the definition of “available cash” set forth in your
partnership agreement.

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 August 10, 2022 Page 5
 FirstName LastNameBob R.  Simpson
MorningStar Partners, L.P.
August 10, 2022
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Revolving Credit Agreement, page 125
15.We note that interest expense on borrowings under your Credit Facility is determined, at
your option, by reference to either the secured overnight financing rate plus an applicable
margin or an alternate base rate plus an applicable margin.

Please expand your disclosures to describe the circumstances under which such elections
may be made or changed, also to describe provision that allow you to designate or change
the amounts of borrowings under the facility that are subject to either rate, and to explain
how the alternate base rate is determined and the frequency with which redeterminations
of either rate applicable to borrowings are made.
Critical Accounting Policies and Estimates
Oil and Natural Gas Reserves, page 130
16.We note you include disclosure that states “although improved technology often can
identify possible and probable reserves other than by drilling, under current SEC rules,
these reserves cannot be estimated or disclosed." Your disclosure refers to proved reserves
as defined by FASB ASC 932, but infers that estimates of probable and possible reserves
may not be disclosed under current SEC rules. Refer to the definitions of probable and
possible reserves under Rule 4-10(a)(18) and (a)(17) of Regulation S-X and Instruction 2
to Item 1202(a)(2) of Regulation S-K and revise your disclosure accordingly or tell us
why a revision is not needed.
Business and Properties
Oil, Natural Gas and NGL Data
Proved Undeveloped Reserves (PUDs), page 143
17.We note the disclosure that you expect all currently scheduled PUD locations to be drilled
within seven years of December 31, 2021.  Please expand your disclosure to include an
explanation of the reasons why you disclose proved undeveloped reserves for locations
that will not be drilled and completed within five years of initial disclosure at December
31, 2021.  Refer Item 1203(d) of Regulation S-K, Rule 4-10(a)(31)(ii) of Regulation S-X,
and question 131.03 in our Compliance and Disclosure Interpretations (C&DIs) regarding
Oil and Gas Rules for further clarification or guidance.
18.Please provide us with your development schedule, indicating for each future annual
period, the number of gross wells drilled and completed, the net quantities of reserves and
estimated capital expenditures necessary to convert all of the proved undeveloped reserves
disclosed as of December 31, 2021 to developed status.  Please refer to Rule 4-
10(a)(31)(ii) of Regulation S-X and question 131.04 in our Compliance and Disclosure
Interpretations (C&DIs) regarding Oil and Gas Rules, and tell us if all of the proved

 FirstName LastNameBob R.  Simpson
 Comapany NameMorningStar Partners, L.P.
 August 10, 2022 Page 6
 FirstName LastNameBob R.  Simpson
MorningStar Partners, L.P.
August 10, 2022
Page 6
undeveloped locations in the foregoing annual schedule are part of a development plan
adopted by the management including approval by the Board, if such approval is required.
Drilling Results, page 147
19.Disclosure on page F-19 indicates you had expenditures of $2.4 million related to wells in
the process of drilling as of December 31, 2021.  Please expand the disclosure of your
drilling activities to provide the number of gross and net wells in the process of being
drilled, completed, or waiting on completion and any other related activities of material
importance at fiscal year-end.  Refer to the disclosure requirements in Item 1206 of
Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 174
20.Please revise your security ownership table to disclose the natural persons or persons who
directly or indirectly exercise sole or shared voting or investment control over the
common units held by each of Diamond S. Energy Company, GEF-DTOE, Inc., GEF-
PUE, LP, and PDLP MorningStar LLC.  Refer to Item 403 of Regulation S-K and
Exchange Act Rule 13d-3.
Certain Relationships and Related Party Transactions
Agreements with Affiliates in Connection with the Reorganization Transactions, page 176
21.We note your disclosure that in connection with the closing of the offering your existing
equity holders will contribute all of your outstanding equity interests in the company to a
newly formed parent company, MorningStar Partners II, L.P., pursuant to a contribution
agreement, and that you expect to enter into a services agreement with a subsidiary of
MorningStar Partners II, L.P. (the “Services Company”), pursuant to which the Services
Company will provide management, administrative and operating services to you.  Please
revise to describe all material terms of