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                 January 21, 2022

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

                                                        Re: PHX MINERALS INC.
                                                            Registration
Statement on Form S-3
                                                            Filed January 14,
2022
                                                            File No. 333-262165

       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 Arthur Tornabene-Zalas at 202-551-3162 or Irene
Barberena-Meissner,
       Staff Attorney, at 202-551-6548 with any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Energy & Transportation
       cc:                                              Kirk Tucker, Esq.