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                              March 15, 2021

       James Doris
       Chief Executive Officer
       Camber Energy, Inc.
       15915 Katy Freeway, Suite 450
       Houston, Texas, 77094

                                                        Re: Camber Energy, Inc
                                                            Form 10-K for the
Fiscal Year ended March 31, 2020
                                                            Filed June 29, 2020
                                                            File No. 001-32508

       Dear Mr. Doris:

              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 the Fiscal Year ended March 31, 2020

       Financial Statements
       Note 1 - Organizations and Operations of the Company, page F-7

   1.                                                   We note the adjustments
to your capital structure including reverse stock splits. We also
                                                        note that certain
figures in the amended Certificate of Designation filed as Exhibit 3.25 to
                                                        the Form 10-Q/A on
December 21, 2020, appear to be the same as the corresponding
                                                        amounts in the original
Certificate of Designation filed as Exhibit 3.2 to the Form 8-K on
                                                        August 31, 2016, with
the exception of the conversion price.

                                                        Given the provision in
Section I.G.4 pertaining to stock splits, it is unclear why some
                                                        though not all of the
figures would have been updated. Please submit a reconciliation of
                                                        all key figures
utilized from the original Certificates of Designation to those that are
                                                        currently applicable,
showing how each amount has been adjusted for each stock split that
                                                        you have undertaken
during this time; and to the extent that any amounts have not been
 James Doris
FirstName  LastNameJames Doris
Camber Energy,  Inc.
Comapany
March      NameCamber Energy, Inc.
       15, 2021
March2 15, 2021 Page 2
Page
FirstName LastName
         adjusted, tell us the reasons and how you formally established the
change to these
         contractual provisions; identify the dates and terms of any such
arrangements.

         Submit a list of all changes that would be necessary to fully update
the Certificate of
         Designation to reflect all terms and figures that would be utilized in
the computation of
         amounts that will be due either in shares or cash during the seven
year term.
Note 14 - Stockholders' Equity, page F-29

2.       We note disclosure on page F-31 regarding the stock dividends accrued
on the Series C
         Preferred Stock, amounting to $7,737,086 and $5,676,715 for the two
recent fiscal
         periods, and understand that you have taken the dividends into account
in computing EPS
         for your disclosure on page F-33. Please revise your Statements of
Operations on page F-4
         to report your stock dividends along with your measure of Net income
(loss) attributable
         to common stockholders to adhere to the guidance in SAB Topic 6:B.

3.       We note that you have amended the Certificate of Designation for the
Series C Preferred
         shares to modify certain deemed liquidation events in response to
prior comment three of
         our letter dated October 30, 2020, in an effort to support your
classification of these
         shares, as well as the related dividends distributable, within
permanent equity. However,
         there remain several provisions that appear to be inconsistent with
your classification.

         We note your disclosure on page 55 indicating that if the Series C
Preferred Shares
         were converted in full at the lowest possible conversion price, you
would need to issue
         more than 51 billion shares of common stock. Given this potential
scenario, and
         considering that your authorized shares after the recent increase are
now just 250 million,
         it appears that you remain unable to fully control or effect share
settlement.

         We see that you have inserted language under Section I.F.4, Mandatory
Redemption, to
         state that you will not be required to redeem any shares for cash
"solely because" you do
         not have a sufficient number of unissued shares, "upon receipt of a
Delivery Notice or
         upon a maturity conversion." However, you have cash redemption options
in Section I.F.1
         and 2 for the instruments, and Section I.G.1(b) for dividends and
conversion premiums.
         We do not see language that indefinitely extends or suspends the
maturity date or need for
         compliance, or that addresses other Deemed Liquidation Events. We also
note that Section
         I.G.1, paragraphs (f) and (g) on Conversion, continue to state that
your obligations are
         "absolute, unconditional and irrevocable" and require "immediate
specific performance."

         We believe that your classification of the instrument should reflect
your ability to perform
         in accordance with its terms, including those that establish the dates
or periods of time for
         settlement to comply with FASB ASC 815-40-25-7, 25-9 and 25-10. We
have the
         following observations that you should address if you continue to
believe that
         classification outside of permanent equity is not required. Otherwise,
please amend your
         filing to adhere to these requirements, including the initial and
subsequent measurement
 James Doris
FirstName  LastNameJames Doris
Camber Energy,  Inc.
Comapany
March      NameCamber Energy, Inc.
       15, 2021
March3 15, 2021 Page 3
Page
FirstName LastName
         provisions in FASB ASC 480-10-S99-3A(12) and (14), and reposition the
associated note
         disclosures under a heading for non-permanent equity.

                FASB ASC 815-40-25-3 and 25-18 indicate that where settlement
alternatives have
              different economic values, the less economic alternative shall be
disregarded in
              classifying the contract. As it appears that you would issue
common shares at a
              discount to the market price on any conversion including
dividends and conversion
              premiums, whereas the value of stock issued would exceed the
corresponding cash
              settlement amount, also considering the incremental costs under
Section I.G.1(e) for
              untimely satisfaction of a delivery notice, explain why you have
not classified the
              contract in temporary equity based on cash settlement being the
more economic
              alternative to comply with this guidance.

                We note that holders of the Series C Preferred Stock have
voting rights under certain
              conditions, as indicated in Section I.B.2, such as during any
period where dividends
              are in arrears, and when considering any proposal for the
disposal of substantially all
              of your assets. Your disclosure on page 79 indicates that such
holders own 9.99% of
              your common shares. Given the apparent ability that these holders
would have to
              initiate consideration of and vote upon a proposal for the
disposal of all or
              substantially all of your assets, which would be a Deemed
Liquidation Event under
              Section I.D.2(e), and which would be subject to the Mandatory
Redemption
              provisions of Section I.F.4, explain why you have not classified
the contract within
              temporary equity based on this event not being solely within your
control to comply
              with FASB ASC 480-10-S99-3A(5), considering the example in
3A(10).

                FASB ASC 815-40-25-10 sets forth the conditions that must be
met for a contract to
              be classified as equity. In addition to the requirement for
"sufficient authorized and
              unissued shares" in subparagraph (b), the contract must have "an
explicit share limit"
              as indicated in subparagraph (c). An example of a contract that
does not meet this
              criteria, i.e. where there is "no cap on the maximum number of
shares that could be
              potentially issuable," is provided in FASB ASC 480-10-S99-3A(6).
Further guidance
              resides in FASB ASC 815-40-25-26 and 25-27. Given that you do not
have an
              adequate number of shares, and there being no explicit share
limit, explain why you
              have not classified the contract in temporary equity to comply
with this guidance.
4.       We note that you have disclosure on page 55 indicating that you would
need to
         issue 77,243,823 shares of common stock to settle 2,951 shares of
Series C Preferred
         Stock, if converted as of June 24, 2020, and an additional 77,062,223
shares of common
         stock to settle the dividend requirements of those securities, based
on a dividend rate of
         24.95%. However, you state that the maximum number of common shares
that you may
         be required to issue to settle these instruments would be
51,539,396,600 based on the
         lowest possible conversion price. You indicate that the conversion
price for the face
         amount would be $162.50 per share, while the conversion price for the
dividends would
         be $0.6688 per share, although you explain that such prices may be
greater than or less
 James Doris
Camber Energy, Inc.
March 15, 2021
Page 4
         than those that actually apply at the time of filing your report.

         Please expand your disclosure within your financial statements to
include comparable
         details, along with the cash settlement alternatives, and the
aggregate fair value of the
         instruments that the holder would receive upon conversion, in excess
of the amounts that
         you received, though using the actual conversion prices and other
factually supportable
         inputs to the formulas that would apply at the balance sheet date, to
comply with FASB
         ASC 505-10-50-3, 50-6 and 50-8. Provide us with your calculations of
each amount
         referenced above, including the formulas and all inputs utilized with
reference to the
         corresponding provisions in the Certificate of Designation.
       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 John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.



FirstName LastNameJames Doris                                    Sincerely,
Comapany NameCamber Energy, Inc.
                                                                 Division of
Corporation Finance
March 15, 2021 Page 4                                            Office of
Energy & Transportation
FirstName LastName