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                            March 17, 2022

       Ralph D   Amico
       Chief Financial Officer
       PHX Minerals Inc.
       1601 NW Expressway
       Valliance Bank Tower, Suite 1100
       Oklahoma City, OK 73118

                                                        Re: PHX Minerals Inc.
                                                            Form 10-K for the
Fiscal Year ended September 30, 2021
                                                            Filed December 13,
2021
                                                            File No. 001-31759

       Dear Mr. D   Amico:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year ended September 30, 2021

       Financial Statements
       Note 6 - Stockholders' Equity, page 64

   1.                                                   We note that you report
an issuance of 9,877,582 common shares pursuant to an "Equity
                                                        offering" in your
Statements of Stockholders' Equity on page 53, having proceeds of
                                                        $21,361,144. However,
in the Statements of Cash Flows on page 54, you report "Net
                                                        proceeds from equity
issuance" of $11,688,137, and disclose within your "Supplemental
                                                        schedule of noncash
investing and financing activities" an amount of $10,272,288
                                                        which is described as
"Equity offering used for acquisitions."

                                                        Please clarify the
extent to which the reporting referenced above correlates with the
                                                        disclosures on page 40
of MD&A, under the heading of "Resources," where you
                                                        list various events
including an offering of 6,175,000 common shares on April 20, 2021,
 Ralph D   Amico
PHX Minerals Inc.
March 17, 2022
Page 2
         having net proceeds of $11.1 million, and issuances of 1,200,000
shares and 2,349,207
         shares on April 30, 2021 and September 24, 2021, respectively, as part
of the
         consideration paid in acquiring mineral and royalty assets.

         Please revise your Statements of Stockholders' Equity and Statements
of Cash Flows as
         necessary to separately report common stock issued in exchange for
cash and common
         stock issued as consideration in acquisitions as may include mineral
and royalty assets to
         comply with FASB ASC 505-10-50-2. If the shares that you identify as
consideration
         for asset purchases were sold in the offering to generate proceeds for
the acquisitions,
         please also revise to comply with FASB ASC 230-10-45-13 and 45-14.

         The disclosures in financial statement Note 6 - Stockholders' Equity
on page 64, and Note
         11- Properties and Equipment on page 68, should be expanded to
describe these and other
         material transactions with sufficient details to understand the
circumstances under which
         equity instruments were issued and mineral and royalty assets were
acquired.
2.       We note that reporting in your Form 10-Q for the quarter ended
December 31, 2021 also
         does not clearly distinguish between shares issued in exchange for
cash and shares issued
         to acquire assets. In the Statements of Stockholders' Equity you
report an issuance
         of 1,519,481 common shares in a "Private Placement" in exchange for
$3,475,573 during
         the recent quarter, and an issuance of 153,375 common shares in an
"Equity Offering" in
         exchange for $225,758 during the comparative prior year quarter.

         However, in the Statements of Cash Flows you report as "Net proceeds
from equity
         issuance" cash outflows of $32,507 and $24,242 for these periods, and
in the notations
         within the "Supplemental schedule of noncash investing and financing
activities" you
         describe amounts of $3,510,001 and $250,000 as "Equity offering used
for acquisitions."

         Please address the concerns raised in the preceding comment insofar as
these pertain to
         the observations on your interim report above and submit the revisions
that you propose to
         clarify the nature of the transactions in the Statements of
Stockholders' Equity and
         Statements of Cash Flows, the notes to the financial statements, and
MD&A.
       In closing, 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. You may contact Jenifer Gallagher, Staff
Accountant at (202)
551-3706 or Karl Hiller, Branch Chief at (202) 551-3686 with any questions.



FirstName LastNameRalph D   Amico                               Sincerely,
Comapany NamePHX Minerals Inc.
                                                              Division of
Corporation Finance
March 17, 2022 Page 2                                         Office of Energy
& Transportation
FirstName LastName