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                              December 21, 2020

       Eric D. Marsh
       President, Chief Executive Officer and Chairman of the Board
       Vine Resources Inc.
       5800 Granite Parkway, Suite 550
       Plano, Texas 75024

                                                        Re: Vine Resources Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted November
24, 2020
                                                            CIK 0001693853

       Dear Mr. Marsh:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   Please revise your
prospectus cover page to disclose your classes of common stock. In
                                                        this regard, clarify
that you will have two classes of securities and, although you are not
                                                        offering any shares of
Class B common stock, each share of Class B common stock will
                                                        entitle its holder
(Vine Investment) to one vote on all matters to be voted on by
                                                        shareholders generally,
and holders of Class A common stock and Class B common stock
                                                        will vote together as a
single class on all matters presented to your shareholders for their
                                                        vote or approval. As
applicable, please also identify the entity that will control the
                                                        company and disclose
the percentage of voting power that will be held by that entity after
                                                        the consummation of the
offering.
 Eric D. Marsh
FirstName LastNameEric  D. Marsh
Vine Resources Inc.
Comapany21,
December  NameVine
              2020 Resources Inc.
December
Page 2    21, 2020 Page 2
FirstName LastName
Prospectus Summary
Our Company, page 2

2.       You disclose on page 2 and elsewhere in your prospectus that
"[u]tilizing an average of 4
         gross rigs, which [you] believe is sufficient to maintain production,
[you] have
         approximately 22 years of development opportunities." You also
disclose on page 56 that
         "[u]tilizing an average of 3 gross rigs, [you] have approximately 27
years of development
         opportunities." Please expand your disclosure to explain how the
development
         opportunities were calculated.
3.       You disclose on page 2 and elsewhere in your filing that "[you]
believe [your] inventory
         of drilling locations generates a weighted average rate of return of
71% at a NYMEX gas
         price of $2.75 per MMbtu. In addition, you disclose on page 5 that
"[you] believe the
         weighted average gas price necessary to yield a Breakeven PV-10 for
[your] remaining
         7,500 ft and 10,000 ft laterals to be $1.85 and $1.76 per MMBtu,
respectively." Please
         revise to define the terms "weighted average rate of return" and
"weighted average gas
         price." In addition, please provide context and explain how you
calculated the 71%
         weighted average rate of return.
4.       We note your assertions regarding your competitive position within
your industry and
         your use of industry and market data from third parties such as The
Oil & Gas Journal,
         Enverus, and EIA here and elsewhere in your prospectus. Please ensure
that you have
         disclosed your support for all such statements, including the names of
reports and dates of
         third party sources. To the extent that you commissioned any of the
third-party data that
         you cite in the prospectus, also provide the consent of the
third-party in accordance with
         Rule 436.
Business Strengths, page 8

5.       We note the disclosure regarding your operating margin for the
annualized quarterly
         period ending September 30, 2020. Revise to provide information
regarding your
         operating margin for the most recent annual period presented in your
submission.
6.       Revise to provide the disclosures required by Item 10(e) of Regulation
S-K for levered
         free cash flow, which you have identified as a non-GAAP measure.
7.       We note the disclosure that you consider yourself to be a "leader in
environmental,
         governance and societal responsibilities." Please consider revising
the sub-heading and
         disclosures to clarify that you are referring generally to the natural
gas product and
         provide additional substantiation to explain how you are a "leader" in
environmental,
         governance and societal responsibilities.
Recent Developments, page 9

8.       We note the disclosure here that the COVID-19 outbreak has
significantly decreased the
         demand for hydrocarbons along with the risk factor disclosure on page
26 of your
 Eric D. Marsh
FirstName LastNameEric  D. Marsh
Vine Resources Inc.
Comapany21,
December  NameVine
              2020 Resources Inc.
December
Page 3    21, 2020 Page 3
FirstName LastName
         submission. Revise to more thoroughly disclose the effects of
COVID-19, what
         management expects its future impact will be, how management is
responding to evolving
         events, and how it is planning for COVID-19-related uncertainties.
Ensure your revised
         disclosure is comprehensive and addresses the elements relevant and
material to your
         business, financial condition, and results of operations. For
guidance, consider the
         Division of Corporation Finance's Disclosure Guidance Topics Nos. 9 &
9A, available on
         our website.
9.       We note the disclosure that you have "secured" a new reserve-based
lending facility that
         will close simultaneously with this offering. Please revise your
prospectus to disclose the
         material terms of such credit facility.
Summary Reserve, Production and Operating Data
Sensitivity of Proved Reserves Based on Future Strip Pricing, page 23

10.      Revise the tabular presentation of the estimates of proved reserves to
resolve the
         inconsistencies between the reserve figures and the corresponding line
item description.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 56

11.      Revise the disclosure of the number of future drilling locations to
resolve the
         inconsistency between the 800 locations disclosed here and the 1,000
locations disclosed
         on page 2 and elsewhere in your filing.
Market Conditions and Operational Trends, page 56

12.      Provide additional disclosure regarding known trends in natural gas
prices reasonably
         expected to have a material impact on your liquidity, capital
resources, or results of
         operations. The revised disclosure should clarify management   s view
of trends in
         commodity prices and the resulting potential variability to your
earnings and cash flow.
         For example, the discussion of changes in your results of operations
for the period through
         September 30, 2020 refers to the decline in the Henry Hub price upon
which your sales
         price is determined while disclosure elsewhere in your submission
states that lower levels
         of gas supply have pushed current and forecasted prices higher. This
disclosure goes on
         to state that    the reduction in drilling activity and rig counts may
contribute to a shortage
         in the supply of natural gas in the future, which could result in
higher gas prices.    Ensure
         that your revisions enable financial statements users to ascertain the
likelihood that past
         results are indicative of future performance. Refer to Item
303(a)(3)(ii) of Regulation S-K
         along with section III.B.3. of SEC Release No. 33-8350.
Business
Our Operations
Reserve Data and Presentation, page 90

         Modify the tabular disclosure of probable and possible reserves on
pages 91, 92, and 94 to
 Eric D. Marsh
FirstName LastNameEric  D. Marsh
Vine Resources Inc.
Comapany21,
December  NameVine
              2020 Resources Inc.
December
Page 4    21, 2020 Page 4
FirstName LastName
13.      separately disclose the net quantities of developed and undeveloped
reserves to comply
         with Item 1202(a)(2) of Regulation S-K.
Proved Undeveloped Reserves (in MMcf), page 93

14.      The discussion of the changes that occurred in the net quantities of
proved undeveloped
         reserves identifies various items that contributed to the revisions in
the previous estimates
         of reserves, e.g. type curve improvements, working interest
adjustments, updating the gas
         prices, updating the economic assumptions, and technical refinement of
fault mapping and
         wells spacing assumptions. Expand the discussion to separately
quantify the net amount
         attributable to each item to reconcile to the overall change due to
revisions so that the
         change in net reserves between periods is fully explained. In
particular, disclosure
         relating to revisions in previous estimates should identify such
underlying factors as
         changes caused by commodity prices, well performance, improved
recovery, uneconomic
         proved undeveloped locations or changes resulting from the removal of
proved
         undeveloped locations due to changes in a previously adopted
development plan. Refer to
         Item 1203(b) of Regulation S-K. Note that this comment also applies to
the disclosure of
         revisions of the previous estimates in total proved reserves for each
of the periods
         presented on page F-23 for Vine Oil & Gas LP and on page F-54 for Brix
Oil & Gas,
         respectively. See FASB ASC 932-235-50-5.
Adjusted Index Prices Used in Reserve Calculations, page 95

15.      Expand the presentation of the prices used in the reserve calculations
to provide
         comparable information for both the realized unweighted and weighted
historical SEC and
         NYMEX future strip prices by individual reserve category.
Preparation of Reserve Estimates, page 97

16.      Expand the disclosure to discuss the uncertainty related to the
estimates of probable and
         possible reserves included in this prospectus. The discussion should
include appropriate
         cautionary language indicating estimates of probable and possible
reserves (i) are more
         uncertain than proved reserves, (ii) have not been adjusted for risk
attributable to that
         uncertainty, and (iii) may not be comparable with each other and
should not be summed
         arithmetically with each other or with estimates for proved reserves.
Refer Item
         1202(a)(5) of Regulation S-K and the answer to Compliance and
Disclosure Interpretation
         Question 105.01, which can be found at the following address:
         https://www.sec.gov/divisions/corpfin/guidance/oilandgas-interp.htm.
Productive Wells as of December 31, 2019, page 99

17.      Revise the figure for the number of gross combined productive wells
operated by Vine
         and Brix to reconcile the apparent difference with the figures
disclosed separately for Vine
         Oil & Gas and for Brix and Harvest. Refer to the definition of a gross
well in Item
         1208(c)(1) of Regulation S-K.
 Eric D. Marsh
FirstName LastNameEric  D. Marsh
Vine Resources Inc.
Comapany21,
December  NameVine
              2020 Resources Inc.
December
Page 5    21, 2020 Page 5
FirstName LastName
Drilling Activity, page 101

18.      Expand the disclosure of drilling activities to provide the number of
dry development and
         exploratory wells drilled in each of the last two fiscal years to
comply with Item 1205 of
         Regulation S-K.
19.      Revise the figure for the number gross combined productive development
wells drilled to
         reconcile the apparent difference with the figures disclosed
separately for Vine Oil & Gas
         and for Brix and Harvest. Refer to the definition of a gross well in
Item 1208(c)(1) of
         Regulation S-K.
Executive Compensation, page 118

20.      Your exhibit index indicates that you will file by amendment your
employment
         agreements with Eric D. Marsh, your President and Chief Executive
Officer, and Wayne
         Stoltenberg, your Executive Vice President and Chief Financial
Officer. Please revise
         your disclosure to describe the material terms of these employment
agreements. For
         guidance, please refer to Item 402(o)(1) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 120

21.      Please disclose the natural persons or persons who directly or
indirectly exercise sole or
         shared voting or investment control over the shares held by Vine
Investment and Vine
         Investment II. Refer to Item 403 of Regulation S-K and Exchange Act
Rule 13d-3.
Financial Statements
Vine Oil & Gas LP
Consolidated Statements of Operations, page F-3

22.      As you will become a taxpaying entity for federal income tax purposes
following the
         completion of your planned corporate reorganization, provide pro forma
tax and earnings
         per share data on the face of your statements of operations.
Notes to Financial Statements
Note 10 - Partners    Capital and Profit Interests Awards, page F-19

23.      We note that the Class A Units treated as profit-sharing arrangements
will trigger no
         compensation expense until amounts payable under such awards become
probable and
         estimable. Tell us whether your proposed offering is expected to
result in payment to the
         holders of these awards. As part of your response, provide similar
information for the
         awards treated as profit sharing arrangements noted in the financial
statements for Brix
         Oil & Gas Holdings LP and Harvest Royalties Holdings LP.
Note 13 - Supplemental Natural Gas Information (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Natural Gas
Reserves, page F-24
 Eric D. Marsh
Vine Resources Inc.
December 21, 2020
Page 6

24.   Expand the discussion relating to the standardized measure to clarify if
the costs
      associated with the abandonment of the proved properties, including the
costs related to
      undrilled proved locations, have been included as part of the future
development costs
      used in the calculations as of December 31, 2019 and 2018, respectively.
If these
      costs have been omitted, explain to us the rationale for excluding these
costs. This
      comment also applies to the disclosure of the standardized measure of
discounted future
      net cash flows for Brix Oil & Gas presented on page F-56.
Brix Oil & Gas Holdings LP and Harvest Royalties Holding LP
Notes to Combined Financial Statements
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page F-44

25.   We note that you have presented combined financial statements for Brix
Oil & Gas
      Holdings LP and Harvest Royalties Holdings LP as these entities are under
common
      management. Describe the factors that led to your determination that
these entities are
      under common management, such as their organizational structures and
management
      teams. Refer to Rule 3-05(a)(3) of Regulation S-X.
General

26.   Please provide us with supplemental copies of all written communications,
as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your
      behalf, have presented or expect to present to potential investors in
reliance on Section
      5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of those
      communications.
        You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or
Ethan Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding
comments on the
financial statements and related matters. You may contact John Hodgin,
Petroleum Engineer, at
(202) 551-3699 with questions about engineering comments. Please contact Irene
Barberena-
Meissner, Staff Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch
Chief, at 202-
551-3642 with any other questions.



                                                             Sincerely,
FirstName LastNameEric D. Marsh
                                                             Division of
Corporation Finance
Comapany NameVine Resources Inc.
                                                             Office of Energy &
Transportation
December 21, 2020 Page 6
cc:       Michael Rigdon, Esq.
FirstName LastName