Mail Stop 3561
                                                                 March 20, 2019



    Teresa L. Dick
    Executive Vice President and
    Chief Financial Officer
    Rattler Midstream LP
    515 Central Park Drive, Suite 500
    Oklahoma City, Oklahoma 73105

            Re:    Rattler Midstream LP
                   Amendment No. 4 to Registration Statement on Form S-1
                   Filed March 13, 2019
                   File No. 333-226645

    Dear Ms. Dick:

          We have reviewed your amended registration statement and have the
following
    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.
Unless we note
    otherwise, our references to prior comments are to comments in our March 1,
2019 letter.

    Estimated EBTIDA and Distributable Cash Flow for the Twelve Months Ending
March 31,
    2020, page 70

        1. We reviewed your revisions made in response to comment 8. Reference
is made to
           footnotes (2) and (4) on page 73. Please disclose the interest rate
used to calculate
           interest expense. The rate should be based on either the current
interest rate or the rate
           for which you have a commitment.

    Significant Forecast Assumptions, page 73

        2. We reviewed your response to comment 9. Please revise to disclose
why operating
           expenses, costs of goods sold, general and administrative expenses,
depreciation,
 Teresa L. Dick
Rattler Midstream LP
March 20, 2019
Page 2

       amortization, and accretion and income tax expense is expected to
increase in the twelve
       months ending March 31, 2020 as compared to the pro forma year ended
December 31,
       2018.

Financial Statements

Rattler Midstream LP Unaudited Pro Forma Combined Financial Statements, page
F-2

    3. We reviewed your response and revisions made in response to comment 12.
Please also
       include your calculation of pro forma weighted average number of common
units
       outstanding as a footnote in the notes to pro forma combined financial
statements.

    4. We reviewed your response to comment 14. We note you concluded this
transaction is
       an asset drop down and not the contribution of a business. Please tell
us why you plan to
       present the asset drop down transaction effective January 1, 2019 as if
it had occurred
       January 1, 2018 for purposes of preparing unaudited pro forma combined
statements of
       operations referencing authoritative literature that supports your
presentation. In this
       regard, it appears the midstream assets and office building were in
operation prior to the
       transfer to you February 18, 2019 and as such, the expenses associated
with the operation
       of those assets should be reflected in the pro forma combined statement
of operations
       despite the fact that the related commercial agreements were not
effective until January 1,
       2019. In addition, please tell us how you have accounted for previous
drop downs of
       businesses and/or assets and your consideration of disclosing your
accounting policies for
       these transactions.

    5. Please disclose the nature of the midstream assets dropped down and the
amount of
       additional depreciation expense, if any, associated with those assets.

       You may Adam Phippen, Staff Accountant, at (202) 551-3336, or Donna Di
Silvio, Staff
Accountant, at (202) 551-3202 if you have questions regarding comments on the
financial
statements and related matters. Please contact Katherine Bagley, Staff
Attorney, at (202) 551-
2545 or me at (202) 551-3720 with any other questions

                                                            Sincerely,

                                                            /s/ Mara L. Ransom

                                                            Mara L. Ransom
                                                            Assistant Director
                                                            Office of Consumer
Products