January 14, 2020

H. Michael Krimbill
Chief Executive Officer
NGL Energy Partners LP
6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136

       Re: NGL Energy Partners LP
           Registration Statement on Form S-3
           Filed December 27, 2019
           File No. 333-235736

Dear Mr. Krimbill:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In our comment, we may ask you to provide us with
information so
we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-3 filed December 27, 2019

Applicable Law; Forum, Venue and Jurisdiction, page 28

1.     We note that there is an exclusive forum provision in your partnership
agreement, and
       your disclosure that "[b]y purchasing a common unit, a limited partner
is irrevocably
       consenting to these limitations and provisions regarding claims, suits,
actions or
       proceedings and submitting to the exclusive jurisdiction of the Court of
Chancery of the
       State of Delaware in connection with any such claims, suits, actions or
proceedings."
       Please clearly disclose whether the exclusive forum provision applies to
actions arising
       under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
       Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
       duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
 H. Michael Krimbill
NGL Energy Partners LP
January 14, 2020
Page 2
      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 the provision applies to Securities
Act claims, please
      also revise your prospectus to state that there is uncertainty as to
whether a court would
      enforce such provision, and that investors cannot waive compliance with
the federal
      securities laws and the rules and regulations thereunder.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.



                                                             Sincerely,
FirstName LastNameH. Michael Krimbill
                                                             Division of
Corporation Finance
Comapany NameNGL Energy Partners LP
                                                             Office of Trade &
Services
January 14, 2020 Page 2
cc:       G. Michael O'Leary
FirstName LastName