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                             June 10, 2020

       Matt Gallagher
       President and Chief Executive Officer
       Parsley Energy, Inc.
       303 Colorado Street, Suite 3000
       Austin, Texas 78701

                                                        Re: Parsley Energy,
Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2019
                                                            Filed February 21,
2020
                                                            Form 8-K, Filed May
4, 2020
                                                            File No. 001-36463

       Dear Mr. Gallagher:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K For Fiscal Year Ended December 31, 2019

       Consolidated Financial Statements
       Note 8. Debt, page F-23

   1.                                                   You disclose that you
are subject to various financial covenants under your Revolving
                                                        Credit Agreement
including financial ratios which include a requirement to maintain a
                                                        minimum current ratio
of not less than 1.0 to 1.0 as of the last day of any fiscal quarter
                                                        and a maximum
consolidated leverage ratio of not more than 4.0 to 1.0 as of the last day
                                                        of any fiscal quarter
for the four fiscal quarters ending on such date. However, we note
                                                        that you had a working
capital deficit at December 31, 2019 and 2018. Tell us, and revise
                                                        your disclosure to
clarify, how these financial ratios are calculated. To the extent that
                                                        these measures reflect
transactions that have not yet occurred, e.g. additional borrowings
                                                        under existing credit
agreements, your revised disclosure should clarify that and describe
                                                        all material aspects of
those future transactions, including increased debt levels and
 Matt Gallagher
FirstName LastNameMatt Gallagher
Parsley Energy, Inc.
Comapany NameParsley Energy, Inc.
June 10, 2020
Page 2
June 10, 2020 Page 2
FirstName LastName
         interest expense.
Form 8-K, Filed May 4, 2020

Exhibit 99.1
Non-GAAP Financial Measures
Free Cash Flow (Outspend), page 12

2.       You deduct the net change in operating assets and liabilities from
your measure Free cash
         flow (outspend). You also add or deduct the change in accounts payable
related to capital
         expenditures from your liquidity measure Free cash flow (outspend).
Please address the
         following:

              Tell us why it is appropriate to deduct changes in operating
assets and liabilities that
              represent normal, recurring, cash operating expenses necessary to
operate a business
              from Free cash flow (outspend) and,

              Tell us why it is appropriate to add or deduct the change in
accounts payable related
              to capital expenditures from Free cash flow (outspend).

         Please refer to SEC Release No. 34-47226 and Question 100.01 of the
Compliance and
         Disclosure Interpretations on Non-GAAP Financial Measures.
Discretionary Cash Flow Per Share, page 13

3.       You deduct the net change in operating assets and liabilities in
determining your non-
         GAAP liquidity measures "Total discretionary cash flow" and
"Discretionary cash flow
         per diluted share". Please address the following:

              Tell us why it is appropriate to deduct changes in operating
assets and liabilities that
              represent normal, recurring, cash operating expenses necessary to
operate a business
              from "Total discretionary cash flow"; and,

              Tell us why it is appropriate to present "Discretionary cash flow
per diluted share", a
              non-GAAP liquidity measure, on a per share basis.

         Please refer to SEC Release No. 34-47226 and Questions 100.01 and
102.05 of the
         Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
 Matt Gallagher
Parsley Energy, Inc.
June 10, 2020
Page 3


       In closing, 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.

      You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or Gus
Rodriguez,
Accounting Branch Chief at (202) 551-3752 with any questions.



FirstName LastNameMatt Gallagher                          Sincerely,
Comapany NameParsley Energy, Inc.
                                                          Division of
Corporation Finance
June 10, 2020 Page 3                                      Office of Energy &
Transportation
FirstName LastName