TEXT-EXTRACT 2 filename2.txt September 14, 2018 Jeffrey Brotman Chief Financial Officer, Chief Legal Officer and Secretary Falcon Minerals Corporation 1845 Walnut Street, 10th Floor Philadelphia, PA 19103 Re: Falcon Minerals Corporation Registration Statement on Form S-3 Filed September 10, 2018 File No. 333-227250 Dear Mr. Brotman: 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 A. Majmudar, Attorney-Advisor, at 202-551-3844 with any questions. Sincerely, Division of Corporation Finance Office of Natural Resources