UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                               April 9, 2019

  Via E-Mail

  Kai E. Liekefett
  Sidley Austin LLP
  787 Seventh Avenue
  New York, New York 10019

          Re:     Texas Pacific Land Trust Inc.
                  DEFA14A filed April 9, 2019
                  File No. 1-00737

  Dear Mr. Liekefett:

         The staff in the Office of Mergers and Acquisitions in the Division of
Corporation
  Finance has conducted a limited review of the filing listed above. Our
comments follow.

          Please respond to this letter by amending or supplementing your
filing, by providing the
  requested information, or by advising us when you will provide the requested
response. 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 and the information you provide in
response to these
  comments, we may have additional comments. All defined terms used in this
letter have the
  same meaning as in your proxy materials.

  DEFA14A filed April 9, 2019

      1. You disclose that the Trust is "actively considering" the potential
conversion to a
         corporation. However, earlier in the same materials, you tout the
unusual corporate
         structure of the Trust as serving the goal of "long-term stewardship"
and note that it has
         "served shareholders well for over a century." As you know, converting
the Trust to a
         Delaware corporation is one of the changes the dissident group is
advocating and has
         approached the Trust about in the past. Please explain in additional
or revised proxy
         materials (a) where the Trust is in the process of considering
conversion to a corporation,
         including what steps have been taken to investigate the merits of this
course of action to
         date and what (if any) further steps are planned and when they will be
taken; and (b) why
         you apparently did not pursue conversion when advocated by the
dissident group over the
         last several years.

      2. See our last comment above. Your revised or additional materials
should explain your
         reference to "short-term pressure" to convert to a corporation, since
it appears from the
 Kai Liekefett, Esq.
Sidley Austin LLP
April 9, 2019
Page 2

       disclosure in your proxy statement that the dissidents have advocated
this measure for
       some time.

   3. You state that if the dissident group's proxy contest is successful, it
will attempt to seek
      reimbursement for its expenses from shareholders in conducting this proxy
contest. To
      appropriately balance this disclosure, note (if true) that the Trust is
not under an
      obligation to pay those expenses, even if the dissident group seeks
reimbursement,
      especially since the dissident group would obtain only one seat on a
three-seat "board."
      (If the Trust does intend to pay reimbursement, disclose accordingly).

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

       Please direct any questions to me at (202) 551-3263.


                                                             Sincerely,


                                                             /s/ Christina
Chalk


                                                             Christina Chalk
                                                             Senior Special
Counsel
                                                             Office of Mergers
and Acquisitions