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                 April 13, 2021

       Nicholas O'Grady
       Chief Executive Officer
       Northern Oil & Gas, Inc.
       601 Carlson Parkway, Suite 990
       Minnetonka, Minnesota 55305

                                                        Re: Northern Oil & Gas,
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed April 6, 2021
                                                            File No. 333-255066

       Dear Mr. O'Grady:

              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 Irene Barberena-Meissner, Staff Attorney, at
202-551-6548 with any
       questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Energy & Transportation
       cc:                                              Bryan D. Flannery, Esq.