VIPER ENERGY PARTNERS LP

500 West Texas Avenue, Suite 1200

Midland, Texas 79701

Via EDGAR

September 12, 2014

H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:		Viper Energy Partners LP
		Registration Statement on Form S-1 (as amended)
		File No. 333-198129

Dear Mr. Schwall:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Viper Energy Partners LP (the “Partnership”) hereby requests that the effective date of the above referenced Registration Statement be accelerated to 4:00 p.m. Eastern time on September 15, 2014, or as soon thereafter as practicable, unless the Partnership notifies you otherwise prior to such time.

The Partnership hereby acknowledges that:

 

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and

 

•

the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call the undersigned at (405) 463-6900 or Seth Molay of Akin Gump Strauss Hauer & Feld LLP at (214) 969-4780 with any questions regarding this matter.

[Signature page follows]

---

 

cc:		Karina V. Dorin – United States Securities and Exchange Commission
		Randall J. Holder – Viper Energy Partners LP
		Seth R. Molay, P.C. – Akin Gump Strauss Hauer & Feld LLP