David S. Goldberg
Vice President – Legal,
Deputy General Counsel &
Assistant Corporate Secretary
August 1, 2016
Via EDGAR
H. Roger Schwall
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Range Resources Corporation |
Registration Statement on Form S-4 (as amended)
Filed June 13, 2016
File No. 333-211994
Dear Mr. Schwall:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Range Resources Corporation (the “Registrant”) hereby requests that the effectiveness of the Registration Statement on Form S-4, as amended (File No. 333-211994) (the “Registration Statement”), be accelerated so that the Registration Statement becomes effective at 2:00 p.m., Washington, D.C. time, on August 1, 2016, or as soon thereafter as practicable.
The Registrant hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the Commission 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 Commission staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
U.S. Securities and Exchange Commission
August 1, 2016
Page 2
| • | the Registrant may not assert Commission 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. |
The undersigned respectfully requests that you notify the Registrant of the effectiveness of the Registration Statement by a telephone call to J. Mark Metts of Sidley Austin LLP, the Registrant’s outside counsel, at (713) 495-4501.
| Very truly yours, | ||
| Range Resources Corporation | ||
| By: | /s/ David S. Goldberg | |
| David S. Goldberg | ||
| Vice President – Legal, | ||
| Deputy General Counsel & Assistant Corporate Secretary | ||