Re:	Diamondback Energy, Inc. Registration Statement on Form S-4 Filed March 14, 2014 File No. 333-194567

1.

Item 19 of Form S-4 identifies certain information to be provided in an exchange offer. Because the Form 10-K in turn incorporates by reference to your definitive proxy statement, which you have not yet filed, please either provide in the Form S-4 all the information Item 19 requires you to disclose, or file the definitive proxy statement to include that information. See Item 19(c) of Form S-4. Although it refers to Form S-3, note the discussion provided at Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.01 at http://sec.gov/divisions/corpfin/guidance/safinterp.htm.

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2.	Update the disclosure in this section to list all Exchange Act filings made after the filing of the initial registration statement but before the effectiveness of the registration statement. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.05.

•	should 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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•	the Company 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.

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