CORRESP 1 filename1.htm CORRESP

Magnolia Oil & Gas Corporation

1001 Fannin Street, Suite 400

Houston, Texas 77002

(713) 842-9050

August 28, 2018

Via EDGAR    

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549



Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-226795) of Magnolia Oil & Gas Corporation (the “Registrant”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests that the effective time of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 5:15 p.m., Eastern Time, on August 30, 2018, or as soon thereafter as is practicable.

If you need additional information, please contact Douglas E. McWilliams or Sarah K. Morgan of Vinson & Elkins L.L.P., the Registrant’s outside counsel, at (713) 758-3613 or (713) 758-2977, respectively.


Very truly yours,
Magnolia Oil & Gas Corporation
By:   /s/ Christopher Stavros
Name:   Christopher Stavros
Title:   Executive Vice President, Chief Financial Officer and Secretary