January 10, 2020

Brent J. Smolik
Chief Executive Officer and Director
Noble Midstream Partners LP
1001 Noble Energy Way
Houston, TX 77070

       Re: Noble Midstream Partners LP
           Registration Statement on Form S-3
           Filed December 20, 2019
           File No. 333-235652

Dear Mr. Smolik:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

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

Registration Statement on Form S-3

Our Partnership Agreement
Applicable Law; Exclusive Forum, page 19

1.     We note that the forum selection provision set forth in Section
16.9(b)(i) of your
       partnership agreement identifies the Court of Chancery of the State of
Delaware (or if
       such court does not have jurisdiction, any other court in the State of
Delaware having
       jurisdiction) as the exclusive forum for certain litigation, including
any such matter
       "brought in a derivative manner on behalf of the Partnership." We
further note the
       references in Sections 16.9(b)(ii) and (b)(iii) to the "jurisdiction of
the courts of the State
       of Delaware," which could be interpreted as referring only to state
courts. Please disclose
       whether your forum selection provision applies to actions arising under
the Securities Act
       or Exchange Act and also whether the references are intended to be
limited to state
 Brent J. Smolik
Noble Midstream Partners LP
January 10, 2020
Page 2
      courts. In that regard, we note that Section 27 of the Exchange Act
creates exclusive
      federal jurisdiction over all suits brought to enforce any duty or
liability created by the
      Exchange Act or the rules and regulations thereunder, and Section 22 of
the Securities Act
      creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
      any duty or liability created by the Securities Act or the rules and
regulations thereunder.
2.    If the forum selection provision applies to Securities Act claims, please
also revise your
      prospectus to state that investors cannot waive compliance with the
federal securities laws
      and the rules and regulations thereunder. In addition, please expand your
risk factor
      disclosure regarding the impact of your forum selection provision on
those holding
      beneficial interests in the Partnership, including that investors may be
subject to increased
      costs to bring a claim.
3.    We note your disclosure that your partnership agreement includes a waiver
of the right to
      trial by jury. Please revise your prospectus to address related risks and
any uncertainty
      about enforceability. If the provision extends to claims under the
federal securities law,
      please revise your prospectus to state that investors cannot waive
compliance with the
      federal securities laws and rules and regulations promulgated thereunder.
If the provision
      does not apply to claims under the federal securities laws, your
prospectus should clearly
      state so.
        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 Irene Barberena-Meissner, Staff Attorney, at 202-551-6548
or Lauren
Nguyen, Legal Branch Chief, at 202-551-3642 with any questions.



                                                             Sincerely,
FirstName LastNameBrent J. Smolik
                                                             Division of
Corporation Finance
Comapany NameNoble Midstream Partners LP
                                                             Office of Energy &
Transportation
January 10, 2020 Page 2
cc:       Ramey Layne, Esq.
FirstName LastName