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                             March 8, 2022

       Bryan C. Gunderson
       President and Chief Executive Officer
       Falcon Minerals Corporation
       609 Main Street, Suite 3950
       Houston, TX 77002

                                                        Re: Falcon Minerals
Corporation
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed February 9,
2022
                                                            File No. 001-38158

       Dear Mr. Gunderson:

              We have reviewed your filing and have the following 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Proxy Statement on Schedule 14A filed February 9, 2022

       Questions and Answers About the Merger and the Special Meeting, page 9

   1.                                                   Please revise or add a
new question and answer to disclose the ownership interests
                                                        following the merger.
In this regard, we note that Falcon shareholders will experience
                                                        substantial dilution
and will hold only a minority share position in the Post-Combination
                                                        Company.
       What will Falcon stockholders receive in the Merger?, page 10

   2.                                                   Please clarify, if
true, that the Falcon warrant holders will retain the warrants they
                                                        currently own. We note
the disclosure on the cover page that the warrants will be listed
                                                        on Nasdaq under a new
symbol.
 Bryan C. Gunderson
FirstName  LastNameBryan
Falcon Minerals CorporationC. Gunderson
Comapany
March      NameFalcon Minerals Corporation
       8, 2022
March2 8, 2022 Page 2
Page
FirstName LastName



Summary of the Proxy Statement
Related Agreements
Registration Rights Agreement, page 23

3.       We note that you entered into a registration rights agreement with
Royal Resources and
         DPM Members that will require you to register the resale under the
Securities Act shares
         of Falcon Class A Common Stock held by them. Please revise to disclose
the amount of
         shares of common stock which will be subject to this registration
rights agreement.
Risk Factors, page 39

4.       We note that the Third Amended and Restated Certificate of
Incorporation will include an
         exclusive forum provision which designates the Court of Chancery of
the State of
         Delaware to be the sole and exclusive forum for any derivative action
or proceeding
         brought on behalf of the Corporation, provided, however, that, if and
only if the Court of
         Chancery of the State of Delaware dismisses any such action for lack
of subject matter
         jurisdiction, such action may be brought in another state or federal
court sitting in the
         State of Delaware with subject matter jurisdiction over the matter.
Please disclose
         whether this provision applies to actions arising under the Securities
Act or Exchange Act.
         If so, please also state that there is uncertainty as to whether a
court would enforce such
         provision. If the provision applies to Securities Act claims, please
also state that investors
         cannot waive compliance with the federal securities laws and the rules
and regulations
         thereunder. In that regard, we note that 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. If this
         provision does not apply to actions arising under the Securities Act
or Exchange Act,
         please also ensure that the exclusive forum provision in the governing
documents states
         this clearly.
Unaudited Pro Forma Condensed Consolidated Combined Financial Statements
Note 2. Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet
Transaction Adjustments, page 79

5.       Please tell us about the factors that underlie the preliminary
allocation to Unproved oil and
         gas properties on a pro forma basis.
6.       Tell us why pro forma adjustment C is not reflected as a nonrecurring
adjustment in the
         pro forma condensed consolidated combined statements of operations.
7.       We note that pro forma adjustments D, E, and F include the assumption
that Falcon Class
         C Shares and Falcon Partnership Units will be classified as temporary
equity in the Post-
         Combination Company due to the cash redemption features of these
instruments. Revise
         to describe the material terms of the cash redemption features.
 Bryan C. Gunderson
FirstName  LastNameBryan
Falcon Minerals CorporationC. Gunderson
Comapany
March      NameFalcon Minerals Corporation
       8, 2022
March3 8, 2022 Page 3
Page
FirstName LastName
8.       Tell us how your pro forma information reflects the planned reverse
stock split of the
         Falcon Common Stock prior to the proposed merger.
9.       If material, clarify how Falcon   s outstanding warrants will be
treated as part of the
         proposed merger.
10.      We note that executive officers will be granted one-time equity-based
awards under the
         Incentive Plan Proposal. Tell us how you considered providing a
nonrecurring pro forma
         adjustment to reflect this grant.
Background of the Merger, page 114

11.      You state that on November 10, 2021, a representative of Falcon
received an e-mail
         inquiry from a representative of Desert Peak indicating an interest in
delivering a proposal
         for a business combination. Please clarify whether Desert Peak
initiated the indication of
         interest and revise your disclosure to identify the individuals that
participated in this
         indication of interest. In addition, we note that on November 11,
2021, a representative of
         Falcon received a proposal from representatives of Desert Peak. Please
expand your
         disclosure to describe how the parties determined the merger
consideration.
The Merger
Financial Analyses, page 135

12.      Revise to clarify the meaning of the implied pro forma
Post-Combination Company
         ownership ranges and to explain why different ranges were used for
different elements of
         the valuation analyses performed.
The Merger
Opinion of Houlihan Lokey Capital, Inc., page 135

13.      We note that Houlihan Lokey reviewed "certain data for selected
publicly-traded royalty
         and mineral companies, that Houlihan Lokey deemed relevant." Please
revise to state
         the criteria the advisor used to select comparable companies. If any
companies were
         excluded from the selection criteria, please state as much and
disclose the reason for
         excluding such companies.
14.      We note Houlihan Lokey   s statement that the opinion was furnished
solely for the use of
         the Transaction Committee (solely in its capacity as such) in
connection with its
         evaluation of the Merger Transactions and may not be used for any
other purpose without
         Houlihan Lokey's prior written consent. Please disclose, if true, that
         the financial advisor has consented to the use of its opinion in your
proxy statement.
Miscellaneous, page 140

15.      Please revise to disclose any compensation received or to be received
as a result of the
         relationships among Houlihan Lokey and the parties pursuant to Item
1015 of Regulation
         M-A.
 Bryan C. Gunderson
FirstName  LastNameBryan
Falcon Minerals CorporationC. Gunderson
Comapany
March      NameFalcon Minerals Corporation
       8, 2022
March4 8, 2022 Page 4
Page
FirstName LastName
Certain Unaudited Forecasted Financial Information, page 141

16.      Please provide us with information supporting the changes in net
production for the
         periods presented for Falcon and Desert Peak. In addition, tell us the
basis used for the
         price assumptions for Desert Peak for 2022 through 2026.
Amendment to Falcon OpCo Partnership Agreement, page 162

17.      We note the disclosure that Falcon and Desert Peak will cooperate in
good faith to amend
         the Falcon OpCo Partnership Agreement, effective as of the Merger
Effective
         Time. Expand your disclosure to describe the tax and related
structuring matters which
         will be included in the amended Falcon OpCo Partnership Agreement. We
note the cross-
         reference to the Amended and Restated Limited Liability Company
Agreement of Desert
         Peak LLC.
18.      Please include a form of the amended and restated Falcon Opco
Partnership Agreement or
         explain to us why this is not material to investors.
Information About Desert Peak
Crude Oil, Natural Gas and NGLs Data, page 175

19.      Expand the disclosure to identify the preparer of the estimates of
proved reserves for the
         Chambers Acquisition. Refer to Item 1202(a)(7) of Regulation S-K.
Acreage, page 180

20.      Expand the disclosure to provide information relating to material
amounts of undeveloped
         acreage subject to expiration, e.g. associated with royalty and
overriding royalty interests.
         Refer to Item 1208(b) of Regulation S-K.
Drilling Results, page 180

21.      Expand the disclosure to provide the total number of gross and net
productive wells as of
         December 31, 2020 comparable to the information presented on page 193.
Refer to Item
         1208(a) of Regulation S-K and the comment below regarding the
disclosure of such wells
         expressed separately as the number of productive oil wells and the
number of gas wells.
22.      Expand the disclosure to provide the number of net productive
development and
         exploratory wells drilled during each of the last two fiscal years.
Refer to Item 1205 of
         Regulation S-K.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations of
Desert Peak
Production and Operations, page 192

23.      Expand the disclosure of the total number of gross and net productive
wells to additionally
         provide the number of gross and net productive oil wells and the
number of gross and net
 Bryan C. Gunderson
FirstName  LastNameBryan
Falcon Minerals CorporationC. Gunderson
Comapany
March      NameFalcon Minerals Corporation
       8, 2022
March5 8, 2022 Page 5
Page
FirstName LastName
         productive gas wells as of December 31, 2020. Refer to Item 1208(a) of
Regulation S-K.
Kimmeridge Mineral Fund, LP
Notes to Consolidated Financial Statements
Note 15 Supplemental Oil and Gas Information (Unaudited)
Analysis of Changes in Proved Reserves, page F-28

24.      Expand the tabular presentation of proved developed and proved
undeveloped reserves by
         individual product type to additionally provide the net quantities at
the beginning of the
         initial year shown in the reconciliation, e.g. December 31, 2017.
Refer to FASB ASC 932-
         235-50-4.
25.      Expand the explanation of the significant changes that occurred due to
extension and
         discoveries for each period represented in the reserves reconciliation
to indicate the extent,
         if true, that these additions include contributions from the
conversion of non-proved
         and/or contingent resources to proved due to operator drilling
activity. Refer to FASB
         ASC 932-235-50-5 and the comparable disclosure presented on page F-69.
This comment
         also applies to the comparable disclosure presented on page F-86.
General

26.      Please disclose whether the combined company will be a "controlled
company" under
         NASDAQ's rules following the merger and provide appropriate disclosure
on the
         prospectus cover page and risk factors to the extent appropriate. In
this regard, we note
         your disclosure in the risk factor section on page 69 indicating that
upon completion of the
         merger, DPM Members will own approximately 73% of the outstanding
shares of
         common stock.
        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.

       You may contact Sandra Wall, Petroleum Engineer, at 202-551-6001 or John
Hodgin,
Petroleum Engineer, at 202-551-3699 on engineering matters. Please contact
Jennifer
O'Brien, Staff Accountant, at 202-551-3721 or Ethan Horowitz, Accounting Branch
Chief, at
202-551-3311 if you have questions regarding comments on the financial
statements and related
matters. Please contact Anuja Majmudar, Staff Attorney, at 202-551-3844, or
Loan Lauren
Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Energy & Transportation
 Bryan C. Gunderson
Falcon Minerals Corporation
FirstName
March 8, 2022  LastNameBryan C. Gunderson
Comapany
Page    6      NameFalcon Minerals Corporation
March 8, 2022 Page 6
cc:       Nick S. Dhesi
FirstName LastName