August 21, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: Magnum Hunter Resources Corporation (the “Registrant”)
Registration Statement on Form S-3/A filed on August 12, 2014
File No. 333-196618
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 10:00 a.m., Washington, D.C. time, on Friday, August 22, 2014, or as soon thereafter as is practicable. The Registrant hereby withdraws the previously submitted request for acceleration of effectiveness of the Registration Statement.
The Registrant hereby acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Charles Still at (713) 221-3309, or in his absence, Ms. Emily Leitch at (713) 221-1308.
[Signature Page Follows]
777 POST OAK BLVD. · SUITE 650 · HOUSTON, TX 77056 · OFFICE (832) 369-6986 · FAX (832) 369-6992
www.MagnumHunterResources.com · A NYSE COMPANY: “MHR”