Mail Stop 3561
                                                                  March 1, 2019



    Teresa L. Dick
    Executive Vice President and
    Chief Financial Officer
    Rattler Midstream LP
    500 West Texas Avenue
    Suite 1200
    Midland, Texas 79701

            Re:    Rattler Midstream LP
                   Correspondence dated February 27, 2019

                   Amendment No. 3 to Registration Statement on Form S-1
                   Filed February 20, 2019
                   File No. 333-226645

    Dear Ms. Dick:

           We have reviewed your amended registration statement and your
correspondence filed
    February 27, 2019, 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 amending your registration
statement and providing the
    requested information. 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 any amendment to your registration statement and the
information you
    provide in response to these comments, we may have additional comments.
Unless we note
    otherwise, our references to prior comments are to comments in our February
4, 2019 letter.

    Dilution, page 63

        1. Please show us how you calculated net tangible book value as of
December 31, 2018
           after giving effect to the transactions contemplated to occur at the
completion of this
           offering, pro forma net tangible book value per common unit before
this offering, the
           increase in net tangible book value per unit attributable to
purchasers in this offering, and
           the decrease in as adjusted net tangible book value per common unit
attributable to the
           distributions to Diamondback.
 Teresa L. Dick
Rattler Midstream LP
March 1, 2019
Page 2

    2. Reference is made to the second table. Please expand footnote (3) to
disclose the
       distribution paid out of the offering proceeds to Diamondback reducing
the effective
       consideration paid to $457,477.

    3. Please tell us what consideration was given in calculating pro forma net
tangible book
       value per common unit before this offering utilizing the number of units
to be issued to
       Diamondback for their contribution of net assets.

Cash Distribution Policy and Restrictions on Distributions, page 65

    4. We note you disclose you did not generate sufficient available cash to
pay distributions
       during the 12 month period ended December 31, 2018. We also note you
disclose your
       first distribution will be prorated for the period from the closing of
the offering through
       March 31, 2019, based on the actual number of days in that period, and
that you will
       adjust your distribution for the period ending June 30, 2019 to reflect
this amount. In
       light of these disclosures, please revise to explain and reconcile how
you expect to
       "generate sufficient cash available for distribution to support the
payment of [y]our
       initially contemplated quarterly distribution," as you state on page 23,
when you did not
       generate sufficient cash for the period ended December 31, 2018.

Unaudited Pro Forma EBITDA and Distributable Cash Flow for the Year Ended
December 31,
2018, page 67

    5. Please explain to us how to reconcile capital expenditures in the table
on page 69 to your
       historical financial statements.

    6. We note you disclose here incremental public partnership general and
administrative
       expenses of $836 thousand that you expect to incur assuming the offering
was completed
       as of January 1, 2018; however, on page 75, you state you expect these
expenses will be
       $1.4 million. Please disclose the reason for the increase or revise as
appropriate.

Estimated EBTIDA and Distributable Cash Flow for the Twelve Months Ending March
31,
2020, page 70

    7. Reference is made to the table on page 72. Please add a footnote which
explains the
       nature of the "Income from equity investment" line item including how
you plan to
       account for the investment. Referencing authoritative literature,
explain to us your basis
       for accounting.

    8. Reference is made to footnotes (2) and (3) on page 73 where you disclose
you have
       assumed no amounts have been drawn on the new revolving credit facility.
Please
       reconcile this disclosure with your statement on page 70 that you will
use borrowings
       under Rattler LLC's new revolving credit facility to pay for a portion
of your investments
       in the EPIC and Gray Oak projects. If the pro rata interest paid on
equity investments in
       the projects represents interest paid on borrowings under your new
revolving credit
 Teresa L. Dick
Rattler Midstream LP
March 1, 2019
Page 3

       facility with regard to these projects, please clarify and disclose the
interest rate used to
       calculate interest expense. The rate should be based on either the
current interest rate or
       the rate for which you have a commitment.

    9. Please refer to the line "Cash used to fund capital expenditures and
equity investment."
       If true, please revise to clearly state these amounts represent offering
proceeds retained to
       fund capital expenditures and equity investment.

Significant Forecast Assumptions, page 73

    10. Please revise to discuss why operating expenses, costs of goods sold,
general and
        administrative expenses, depreciation, amortization and accretion and
income tax
        expense is expected to increase in the twelve months ending March 31,
2020 as compared
        to the pro forma year ended December 31, 2018.

Financial Statements

Rattler Midstream LP Unaudited Pro Forma Combined Financial Statements, page
F-2

    11. Please revise to include a separate column for pro forma adjustments
other than the
        offering transactions. Alternatively, please include a footnote showing
how you
        calculated pro forma member's equity before the offering.

    12. Reference is made to your response to comment 17 in our letter dated
September 5, 2018.
        Please include pro forma per unit data giving effect to the number of
units whose
        proceeds would be necessary to pay the distribution in excess of the
current year s
        earnings. Please include your calculation as a footnote. Refer to SAB
Topic 1:B.3.

Notes to Pro Forma Combined Financial Statements, page F-6

    13. You disclose that for purposes of the unaudited pro forma combined
balance sheet, it is
        assumed that the transactions took place on January 1, 2018. The pro
forma presentation
        should be based on the latest balance sheet included in your filing.
Refer to Rule 11-
        02(b)(6) of Regulation S-X.

    14. We note you are giving effect to the asset drop-down from Diamondback
as if such
        transactions occurred on January 1, 2018. We also note your disclosure
that such assets
        will be operated effective January 1, 2019 pursuant to your commercial
agreements with
        Diamondback and its affiliates. In this regard, please disclose and
clarify the following:

           The amount of additional depreciation expense associated with those
assets distinct
           from the additional depreciation expense associated with the Fasken
Center; and

           The nature of the midstream assets dropped down and the useful lives
or amortization
           periods of those assets.
 Teresa L. Dick
Rattler Midstream LP
March 1, 2019
Page 4

Rattler Midstream Operating LLC Audited Consolidated Financial Statements

Consolidated Statements of Cash Flows, page F-12

    15. We note the entire provision for income taxes of $17,359 is shown as an
adjustment to
        the provision for deferred income taxes. In this regard, it appears the
changes in accounts
        payable, accrued liabilities, and taxes payable should be $61,275 as
determined from the
        balance sheets on page F-9 versus $49,625 disclosed in the statements
of cash flows for
        the year ended December 31, 2018. Please explain the differences or
revise as
        appropriate.

Note 12. Subsequent Events, page F-27

    16. Please revise to state when during the first quarter of 2019 the
additional midstream
        assets of approximately $298 million were dropped down. If the assets
have not yet been
        dropped down and will be contributed in conjunction with the offering,
please clarify that
        fact.

        You may contact Adam Phippen, Staff Accountant, at (202) 551-3336, or
Donna Di
Silvio, Staff Accountant, at (202) 551-3202 if you have questions regarding
comments on the
financial statements and related matters. Please contact Katherine Bagley,
Staff Attorney, at
(202) 551-2545, or me at (202) 551-3720 with any other questions.

                                                             Sincerely,

                                                             /s/ Mara L. Ransom

                                                             Mara L. Ransom
                                                             Assistant Director
                                                             Office of Consumer
Products