TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo September 28, 2021 Bryan Gunderson Chief Executive Officer Falcon Minerals Corporation 510 Madison Avenue 8th Floor New York, NY 10022 Re: Falcon Minerals Corporation Registration Statement on Form S-3 Filed September 20, 2021 File No. 333-259668 Dear Mr. Gunderson: 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 Arthur Tornabene-Zalas at 202-551-3162 or Laura Nicholson, Special Counsel, at 202-551-3584 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Mark Rosenstein