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                              August 22, 2023

       Edward Kovalik
       Chief Executive Officer
       Prairie Operating Co.
       8636 N. Classen Boulevard
       Oklahoma City, OK

                                                        Re: Prairie Operating
Co.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed July 27, 2023
                                                            File No. 333-272743

       Dear Edward Kovalik:

             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 July
17, 2023 letter.

       Amendment to Form S-1 filed July 27, 2023

       Risk Factors
       Risks Related to Government Regulation Matters, page 13

   1.                                                   We note your risk
factor disclosure in response to comment 5 that the legal test for
                                                        determining whether a
particular crypto asset is a security    evolves over time,    and that
                                                        the    SEC   s views in
this area may have evolved over time and it is difficult to predict the
                                                        direction or timing of
any continuing evolution.    Please remove these statements as the
                                                        legal tests are
well-established by U.S. Supreme Court case law and the Commission and
                                                        staff have issued
reports, orders, and statements that provide guidance on when a crypto
                                                        asset may be a security
for purposes of the U.S. federal securities laws.
 Edward Kovalik
FirstName  LastNameEdward   Kovalik
Prairie Operating Co.
Comapany
August  22, NamePrairie
            2023        Operating Co.
August
Page  2 22, 2023 Page 2
FirstName LastName
2.       We further note your revised risk factor disclosure that:
                The SEC generally does not provide advance guidance or
confirmation on the status
            of any particular crypto asset as a security;
                Public statements by senior officials at the SEC indicate that
the SEC does not
            intend to take the position that Bitcoin or Ether are securities
(in their current form);
                Bitcoin and Ether are the only crypto assets as to which senior
officials at the SEC
            have publicly expressed such a view;    and
             "With respect to all other crypto assets, there is currently no
certainty under the
            applicable legal test that such assets are not securities."

         Please remove or revise these statements in light of the fact that the
Commission has
         identified numerous crypto assets as securities, the reference to
public statements about
         Ethereum in its current form is inaccurate, the legal tests are
well-established by U.S.
         Supreme Court case law, and the Commission and staff have issued
reports, orders and
         statements that provide guidance on when a crypto asset may be a
security for purposes of
         the U.S. federal securities laws.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations of
Prairie Operating Co.
Factors Affecting Profitability, page 46

3.       Refer to comment 13 and your revised response. Please state more
specifically how the
         relationship of hash rate, electricity consumption, and mining costs
impacts operating
         results. In that regard also please revise to include a comprehensive
breakeven analysis
         for your Bitcoin mining operations that compares the cost to earn/mine
one Bitcoin with
         the value of the Bitcoin. Your analysis should identify and explain
the inputs used in your
         calculation.
Business, page 54

4.       Refer to comment 15 and your response that "the Company currently does
not have, and
         does not intend to enter into, any agreements with mining pool
operators." Also refer to
         your disclosures throughout the F-pages that reference mining pools
and mining pool
         agreements. For example only:
             Page F-39 states "[W]e participate in mining pools that pool the
resources of groups
             of miners and split cryptocurrency rewards earned according to the
   hashing
             capacity each miner contributes to the mining pool."
             Pages F-11 and F-44 state "[T]he Company has entered into digital
asset mining
             pools by executing contracts with the mining pool operators to
provide computing
             power to the mining pool.... In exchange for providing computing
power, the
             Company is entitled to a fractional share of the fixed
cryptocurrency award the
             mining pool operator receives (less digital asset transaction fees
to the mining pool
             operator which are recorded as a component of cost of revenues)
for successfully
             adding a block to the blockchain.
 Edward Kovalik
Prairie Operating Co.
August 22, 2023
Page 3
                Page F-45 states "[T]he Company   s cryptocurrency mining costs
consist primarily of
              direct costs of earning Bitcoin related to mining operations,
including mining pool
              fees, fuel and natural gas costs, turbine rental costs, and
mobile data center rental
              costs, but exclude depreciation and amortization, which are
separately stated in the
              Company   s consolidated statements of operations."

         Please revise to provide context to these statements consistent with
the Company's
         response to the staff that there are no current agreements or
intentions to enter into any
         agreements with mining pool operators.
5.       We note your response to comment 16. Please revise to clarify whether
you have
         any policy regarding how long you hold crypto assets that you receive
as payment, or
         when you will sell such received crypto assets. If you have any such
policy please state
         the policy. Also specifically state, quantitatively, the average
period between receipt of
         your crypto assets and the subsequent sale, to date.
6.       Refer to comment 19 and your revised disclosure on page 56. We restate
the comment in
         part: please revise to disclose the manner in which Atlas is required
to store your crypto
         assets, whether it is contractually required to hold your crypto
assets in cold storage, and
         to what extent, what security precautions it is required to undertake,
what inspection rights
         you have, and what type of insurance Atlas is required to have to
protect you from loss or
         advise. If your agreement is silent on these terms, disclose that fact
and how Atlas is
         holding your crypto assets and provide risk factor disclosure about
the lack of such
         contractual requirements and any lack of insurance, inspection rights,
or security
         precautions.
       Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at
202-551-3859
with any questions.



FirstName LastNameEdward Kovalik                                Sincerely,
Comapany NamePrairie Operating Co.
                                                                Division of
Corporation Finance
August 22, 2023 Page 3                                          Office of
Crypto Assets
FirstName LastName