TEXT-EXTRACT 2 filename2.txt October 29, 2018 Nicholas O'Grady Chief Financial Officer Northern Oil and Gas, Inc. 601 Carlson Parkway, Suite 990 Minnetonka, MN 55305 Re: Northern Oil and Gas, Inc. Registration Statement on Form S-4 Filed October 23, 2018 File No. 333-227950 Dear Mr. O'Grady: 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 Lisa Krestynick at 202-551-3056 with any questions. Sincerely, Division of Corporation Finance Office of Natural Resources