October 6, 2016

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance
100 F Street, N.E.

Washington, D.C. 20549

Attention:  H. Roger Schwall

Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (Registration No. 333-213634) of Extraction Oil & Gas, Inc., a Delaware corporation (the “Company”)

Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed initial public offering of common stock, we hereby join the Company’s request for acceleration of effectiveness of the above-referenced registration statement to 3:30 p.m. (Washington, D.C. time) on  October 11, 2016, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the preliminary prospectus relating to the initial public offering, dated September 29, 2016, through the date hereof:

Preliminary Prospectus dated September 29, 2016

Approximately 1,233 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that they have complied, will continue to comply, and that each participating underwriter has informed the undersigned that it has complied, and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.

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Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLC
As Representative of the several underwriters
By:	CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Sean Tobin
	Name:	Sean Tobin
	Title:	Director

SIGNATURE PAGE

ACCELERATION REQUEST LETTER

BARCLAYS CAPITAL INC.
As Representative of the several underwriters
By:	BARCLAYS CAPITAL INC.
By:	/s/ Crystal A. Simpson
	Name:	Crystal A. Simpson
	Title:	Managing Director

SIGNATURE PAGE

ACCELERATION REQUEST LETTER

GOLDMAN, SACHS & CO.
As Representative of the several underwriters
By:	GOLDMAN, SACHS & CO.
By:	/s/ Daniel Young
	Name:	Daniel Young
	Title:	Managing Director

SIGNATURE PAGE

ACCELERATION REQUEST LETTER