May 7, 2014

By EDGAR & Federal Express

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4628

Attn: Ronald M. Winfrey

 

Re:	Supplemental Response to Comment Letter Dated April 18, 2014

Viper Energy Partners LP

Registration Statement on Form S-1

Submitted March 21, 2014

CIK No. 0001602065

Dear Mr. Winfrey:

This letter is being submitted on behalf of Viper Energy Partners LP (the “Registrant”) in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April 18, 2014 (the “Comment Letter”), with respect to the draft Registration Statement on Form S-1, initially submitted with the Commission on March 21, 2014 (the “Confidential Submission”). The Comment Letter included, among other comments, a request for certain supplemental materials. In connection with the submission of this letter, the Registrant is filing through EDGAR a revised Registration Statement on Form S-1 (the “Registration Statement”).

In response to comment 18 of the Comment Letter, we are enclosing as supplemental information (the “Supplemental Information”) a CD-ROM that contains (i) the petroleum engineering report that the Registrant used as the basis for its December 31, 2013 proved reserves disclosed in the Registration Statement, (ii) a spreadsheet that contains each property sorted by field within each proved reserve category including the dates of first booking and estimated first production for the Registrant’s proved undeveloped properties, (iii) engineering exhibits for each of the Registrant’s “strategic” wells drilled to “delineate [its] acreage position” described on page 79 of the Confidential Submission and (iv) a discussion of the procedures that the Registrant used to determine the economic limits for the projections of estimated future production of the proved reserves of the Registrant’s royalty properties.

We have separately submitted a confidential treatment request under the Freedom of Information Act and Rule 418(b) request with respect to the Supplemental Information.

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Vinson & Elkins LLP Attorneys at Law Abu Dhabi    Austin    Beijing    Dallas    Dubai    Hong Kong    Houston    London Moscow    New York    Palo Alto    Riyadh    San Francisco    Tokyo    Washington		666 Fifth Avenue, 26th Floor         New York, NY 10103-0040 United States of America         Tel +1.212.237.0000 Fax +1.212.237.0100 www.velaw.com

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		Securities and Exchange Commission     May 7, 2014     Page 2

 

Thank you for your consideration. Please direct any questions you have with respect to the supplemental materials to me at (212) 237-0133.

 

Enclosures

 

cc:	Caroline Kim

Randall J. Holder – Viper Energy Partners LP

Teresa L. Dick – Viper Energy Partners LP

Mike Rosenwasser – Vinson & Elkins L.L.P.