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                            April 14, 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 reviewed your March 24, 2022 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
       March 17, 2022 letter.

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

       Financial Statements
       Note 6 - Stockholders' Equity, page 64

   1.                                                   We note your response
to prior comments one and two clarifying that amounts reported as
                                                        "Equity offering" or
"Private Placement" and "Equity offering used for acquisitions" in
                                                        your annual and interim
reports include or represent the value of common shares issued in
                                                        exchange for property
interests. You also explain that cash outflows reported as "Net
                                                        proceeds from equity
issuance" in your interim Statements of Cash Flows represent costs
                                                        incurred in completing
property acquisitions.
 Ralph D   Amico
PHX Minerals Inc.
April 14, 2022
Page 2
         Please revise your Statements of Stockholders' Equity to separately
identify common
         shares issued to acquire property interests from common shares issued
in equity offerings
         or private placements, and revise the labeling of the corresponding
non-cash activity
         accompanying the Statements of Cash Flows to utilize labeling that is
representational of
         the activity being reported, such as "Value of shares used for
acquisitions."

         Also revise the labeling for costs incurred in completing property
acquisitions to be
         consistent with the directional quality and nature of the activity
being presented. If you
         are able to show how such costs are appropriately reported as
financing cash outflows,
         considering the guidance in FASB ASC 230-10-45-13, 45-15, 45-22 and
45-22A, this
         should be evident from your labeling or accompanying policy
disclosures.
       You may contact Jennifer Gallagher, Staff Accountant at (202) 551-3706,
or Karl Hiller,
Branch Chief at (202) 551-3686 if you have questions regarding comments on the
financial
statements and related matters.



FirstName LastNameRalph D   Amico                                Sincerely,
Comapany NamePHX Minerals Inc.
                                                               Division of
Corporation Finance
April 14, 2022 Page 2                                          Office of Energy
& Transportation
FirstName LastName