April 8, 2020

Via E-mail
George R. Bason, Jr., Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017

       Re:    Hugoton Royalty Trust
              Schedule TO-T
              Filed April 1, 2020 by XTO Energy Inc.
              File No. 5-56403

Dear Mr. Bason:

       We have reviewed the above filing and have the following comments. Some
of our
comments may ask you to provide us with information so we may better understand
the
disclosure.

       Please respond to this letter by amending the filing or providing the
requested
information. If you do not believe our comments apply to the filing person's
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

        After reviewing any amendment to the filing and the information you
provide in response
to these comments, we may have additional comments. All defined terms used in
this letter have
the same meaning as in the Offer to Purchase, unless otherwise indicated.

Offer to Purchase

1.     Please provide us with a legal analysis explaining why Exchange Act Rule
13e-3 is
       inapplicable. In your response, please address why the bidder should not
be considered
       an "affiliate," as defined in Exchange Act Rule 13e-3(a)(1), given the
disclosure in the
       last paragraph on page 1, in the second paragraph following the caption
"General" on
       page 19 and in the last paragraph on page 26, and the definition of
"control," as defined
       in Rule 12b-2 to include "the possession...of the power to direct or
cause the direction of
       the management and policies of a person, whether through the ownership
of securities, by
       contract or otherwise" (emphasis added).
 George R. Bason, Jr., Esq.
Davis Polk & Wardwell LLP
April 8, 2020
Page 2


Conditions of the Offer, page 35

2.     Refer to conditions A and C. A tender offer may be conditioned on a
variety of events
       and circumstances, provided that such conditions are drafted with
sufficient specificity to
       allow for objective verification that such conditions have been
satisfied and to prevent the
       Offeror from asserting such conditions at any time for any reason. To
the extent a bidder
       reserves the right to assert an offer condition based upon its "sole
judgment" or its own
       action or inaction, without a reasonableness or materiality qualifier,
the tender offer could
       be viewed as illusory and thus in contravention of Exchange Act section
14(e). Please
       revise these conditions to remove such implication.

3.     Refer to the preceding comment. The disclosure in conditions A. and B.
include the
       language that "there shall be threatened...any action or proceeding..."
and "any
       change...shall be threatened..." With a view towards disclosure, please
advise what is
       meant by the term "threatened" and how it may be objectively
determinable.

4.     While the Offer may be conditioned on any number of objective and
clearly-described
       conditions, reserving the right to terminate the Offer "regardless of
the circumstances
       (including any action or inaction by the Offeror or any of its
affiliates) giving rise to any
       such condition..." potentially renders the Offer illusory because the
action or inaction of
       the Offeror or its affiliates could serve as justification for
terminating the Offer. To avoid
       the Offer potentially constituting an illusory offer in contravention of
section 14(e),
       please revise to remove the implication that the offer conditions may be
triggered by
       action or inaction of the Offeror or any its affiliates.

5.     We note the following statement: "The failure by the Offeror at any time
to exercise its
       rights under any of the foregoing conditions shall not be deemed a
waiver of any such
       rights and each such right shall be deemed an ongoing right which may be
asserted at any
       time or from time to time." This language suggests that if a condition
is triggered and the
       Offeror fails to assert the condition, the Offeror will not lose the
right to assert the
       condition at a later time. Please note that when a condition is
triggered and the Offeror
       decides to proceed with the Offer anyway, we believe that this decision
is tantamount to a
       waiver of the triggered condition(s). Depending on the materiality of
the waived
       condition and the number of days remaining in the Offer, the Offeror may
be required to
       extend the Offer and recirculate new disclosure to security holders.
Please confirm the
       Offeror's understanding that if an Offer condition is triggered, the
Offeror will notify
       shareholders whether or not it has waived such condition. In addition,
when an Offer
       condition is triggered by events that occur during the Offer period and
before the
       expiration of the Offer, the Offeror should inform holders how it
intends to proceed
       immediately, rather than waiting until the end of the Offer period,
unless the condition is
       one where satisfaction of the condition may be determined only upon
expiration. Please
       confirm the Offeror's understanding in your response letter.
 George R. Bason, Jr., Esq.
Davis Polk & Wardwell LLP
April 8, 2020
Page 3

6.     We note the following statement: "Any determination by the Offeror
concerning the
       events described in this Section shall be final and binding on all
parties." Please revise
       this statement to include a qualifier indicating that holders are not
foreclosed from
       challenging the Offeror's determination in a court of competent
jurisdiction.

                                               *   *   *

        We remind you that the filing person is responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please contact me at (202) 551-3444 with any questions.

                                                             Sincerely,

                                                             /s/ Perry J.
Hindin

                                                             Perry J. Hindin
                                                             Special Counsel
                                                             Office of Mergers
and Acquisitions