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                              December 10, 2021

       Mark Lumpkin, Jr.
       Executive Vice President and Chief Financial Officer
       EARTHSTONE ENERGY INC
       1400 Woodloch Forest Dr., Suite 300
       The Woodlands, Texas 77380

                                                        Re: EARTHSTONE ENERGY
INC
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2020
                                                            Filed March 10,
2021
                                                            File No. 001-35049

       Dear Mr. Lumpkin:

              We have reviewed your filing 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 the Fiscal Year Ended December 31, 2020

       Notes to Consolidated Financial Statements
       Note 21. Supplemental Information on Oil and Gas Exploration and
Production Activities
       (Unaudited)
       Oil and Natural Gas Reserves, page 30

   1.                                                   Your explanation of the
changes in total proved reserves related to Extensions
                                                        & Discoveries for the
years ending December 31, 2020 and 2019 indicates the change is
                                                        the result of two
contributing factors: successful drilling results and well performance.
                                                        Refer to the
description of the change categories in FASB ASC 932-235-50-5 and explain
                                                        to us your rationale
for including changes resulting from well performance, if true, as part
                                                        of the change due to
extensions and discoveries rather than a change due to revisions of
                                                        the previous estimates.
   2.                                                   Your explanation of the
10.7 MMBoe downward change in total proved reserves due to
 Mark Lumpkin, Jr.
EARTHSTONE ENERGY INC
December 10, 2021
Page 2
            Revisions to Previous Estimates    for the year ended December 31,
2020 indicates this
         negative change is primarily due to two contributing factors: prices
and changes in the
         five-year development plan. However, the downward change of 11.9 MMBoe
you
         attribute to the change in the five-year development plan exceeds the
overall change in the
         line item, excluding the additional but unquantified downward change
due to prices. Your
         explanation does not identify or quantify all of the contributing
factors in sufficient detail
         to clearly explain the overall change in the line item.

         The disclosure of revisions in the previous estimates of your proved
reserves in particular
         should identify such individual factors as the changes caused by
economic factors
         including costs and commodity prices, well performance, unsuccessful
and/or uneconomic
         proved undeveloped locations or changes resulting from the removal of
proved
         undeveloped locations due to changes in a previously adopted
development plan.

         Revise your disclosure to address the overall change to "Revisions to
Previous Estimates"
         by separately identifying and quantifying the net amount attributable
to each contributing
         factor, including offsetting factors, so the change in total proved
reserves is fully
         explained. Refer to the disclosure requirement in FASB ASC
932-235-50-5.
Exhibit and Financial Statement Schedules
Exhibit No. 99.1 Report of Cawley, Gillespie & Associates Inc., page 64

3.       Please obtain and file a revised reserves report that includes an
explanation clarifying the
         types of costs represented under the line item entry    Other
Deductions    shown in the
         tabular presentation of the results of the evaluation. This
information should be included
         in the report as part of the primary economic assumptions pursuant to
Item 1202(a)(8)(v)
         of Regulation S-K.
        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 Sandra Wall, Petroleum Engineer, at 202-551-4727 if you
have
questions regarding the engineering comments. Please contact Brad Skinner,
Branch Chief, at
202-551-3489 with any other questions.



FirstName LastNameMark Lumpkin, Jr.                             Sincerely,
Comapany NameEARTHSTONE ENERGY INC
                                                                Division of
Corporation Finance
December 10, 2021 Page 2                                        Office of
Energy & Transportation
FirstName LastName