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                          June 8, 2021

       Chad Stephens
       Chief Executive Officer
       PHX MINERALS INC.
       1601 NW Expressway, Suite 1100
       Oklahoma City, OK 73118

                                                        Re: PHX MINERALS INC.
                                                            Registration
Statement on Form S-3
                                                            Filed May 26, 2021
                                                            File No. 333-256496

       Dear Mr. Stephens:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

                                                        Please contact Timothy
Collins at 202-551-3176 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Energy & Transportation
       cc:                                              Mark Jones