Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Viper Energy Partners LP [ VNOM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, GC and Secretary
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Exhibit List: Exhibit 24 - Power of Attorney.
No securities are beneficially owned.
/s/ Randall J. Holder 06/16/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

       Know all by these present, that the undersigned hereby constitutes and
appoints Teresa L. Dick the undersigned's true and lawful attorney-in-fact to:

       (1)    execute for and on behalf of the undersigned Forms 3, 4, and 5
              (including amendments thereto) in accordance with Section 16(a) of
              the Securities Exchange Act of 1934 and the rules thereunder;

       (2)    do and perform any and all acts for and on behalf of the
              undersigned that may be necessary or desirable to complete and
              execute any such Form 3, 4, or 5, complete and execute any
              amendment or amendments thereto, file such Form with the United
              States Securities and Exchange Commission and any stock exchange
              or similar authority, and provide a copy as required by law or
              advisable to such person as the attorney-in-fact deems
              appropriate; and

       (3)    take any other action of any type whatsoever in connection with
              the foregoing that, in the opinion of the attorney-in-fact, may be
              of benefit to, in the best interest of, or legally required of the
              undersigned, it being understood that the documents executed by
              the attorney-in-fact on behalf of the undersigned pursuant to this
              Power of Attorney shall be in such form and shall contain such
              terms and conditions as the attorney-in-fact may approve in the
              attorney-in-fact's discretion.

       The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact, or the attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorney-in-fact, and her substitute, in serving in such capacity
at the request of the undersigned, are not assuming, nor is Viper Energy
Partners LP, Viper Energy Partners GP LLC nor any of their affiliates assuming
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

       The undersigned agrees that each such attorney-in-fact may rely entirely
on information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify
and hold harmless Viper Energy Partners LP, Viper Energy Partners GP LLC and
each of their affiliates and such attorney-in- fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness in the delivery of information by or at the direction of the
undersigned, to that attorney-in-fact for purposes of executing, acknowledging,
delivering or filing any Form 3, 4 or 5 (including any amendment thereto) and
agrees to reimburse Viper Energy Partners LP, Viper Energy Partners GP LLC and
each of their affiliates and the attorney-in-fact on demand for any legal or
other expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by Viper Energy
Partners LP, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.

                                           By:  /s/ Randall J. Holder

                                                Randall J. Holder