EXTRACTION OIL & GAS, INC.

370 17th Street, Suite 5300

Denver, CO 80202

April 3, 2019

VIA EDGAR

Mr. Brad Skinner

Senior Assistant Chief Accountant

Office of Natural Resources

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Re:    Extraction Oil & Gas, Inc.

Registration Statement on Form S-3

File No. 333-229767

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Extraction Oil & Gas, Inc. (the “Registrant”) hereby requests acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of its Registration Statement on Form S-3 (File No. 333- 229767) (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern time on April 5, 2019, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

1.should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

2.the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

3.the Registrant may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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Very truly yours,
EXTRACTION OIL & GAS, INC.
By:	/s/ Eric J. Christ
Name:	Eric J. Christ
Title:	Vice President, General Counsel and Secretary

cc: Julian Seiguer, Kirkland & Ellis LLP

[Signature Page to Request for Acceleration]