October 4, 2018

Travis Stice
Chief Executive Officer
Diamondback Energy, Inc.
500 West Texas, Suite 1200
Midland, TX 79701

       Re: Diamondback Energy, Inc.
           Registration Statement on Form S-4
           Filed September 13, 2018
           File No. 333-227328

Dear Mr. Stice:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4

General

1.     We note that Article XII of the Amended and Restated Certificate of
Incorporation for
       Diamondback Energy, Inc. includes an exclusive forum provision requiring
that the Court
       of Chancery of the State of Delaware shall be the sole and exclusive
forum for the actions
       described in the article, including any "derivative action." Please
disclose whether this
       provision applies to actions arising under the federal securities laws.
In that regard, we
       note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
       suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
       regulations thereunder.
 Travis Stice
Diamondback Energy, Inc.
October 4, 2018
Page 2


         In addition, under an appropriately titled risk factor and in the
Comparison of Rights of
         Diamondback and Shareholders of Energen, please describe the exclusive
forum provision
         and the types of actions to which it relates, and disclose that such a
provision may limit a
         shareholder's ability to bring a claim in a judicial forum that it
finds favorable for disputes
         with the company and its directors, officers, or other employees and
may discourage
         lawsuits with respect to such claims.
Material U.S. Federal Income Tax Consequences of the Merger, page 168

2.       We note that you have filed "short-form" tax opinions as Exhibits 8.1
and 8.2. Please
         revise to clearly state that the disclosure in this section is the
opinion of the respective
         counsels, identify each material tax consequence being opined upon and
identify the
         tax counsels rendering each opinion. For guidance, refer to Section
III.B.2 of Staff Legal
         Bulletin No. 19.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844
or, in her
absence, Karina Dorin, Attorney-Advisor, at (202) 551-3763 with any questions.



FirstName LastNameTravis Stice                                  Sincerely,
Comapany NameDiamondback Energy, Inc.
                                                                Division of
Corporation Finance
October 4, 2018 Page 2                                          Office of
Natural Resources
FirstName LastName