October 9, 2024

Brandi Kendall
Chief Financial Officer
Crescent Energy Co
600 Travis Street, Suite 7200
Houston, Texas 77002

        Re: Crescent Energy Co
            Form 10-K for the Fiscal Year ended December 31, 2023
            Filed March 4, 2024
            File No. 001-41132
Dear Brandi Kendall:

        We have reviewed your September 20, 2024 response to our comment letter
and have
the following comment.

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our
September 11, 2024 letter.

Form 10-K for the Fiscal year ended December 31, 2023
Management's Discussion and Analysis, page 78

1.     We note your response to prior comment four, regarding your accounting
for
       management fees associated with the consolidated entity, representing
that "the
       entirety of the Management Fee," calculated pursuant to the agreement at
Exhibit
       10.3, has been recorded as general and administrative expenses in your
financial
       statements, although you have not explained your rationale for excluding
from general
       and administrative expense management fees associated with the
redeemable non-
       controlling interests, other than to suggest that structuring the
payment as a
       distribution obviates the need to recognize an incremental expense.

       Please further clarify how your response reconciles with the disclosures
on page 77,
       stating "...only the portion of the Manager Compensation borne by us
impacts our
 October 9, 2024
Page 2

       consolidated statements of operations," and "...we include the full
Manager
       Compensation in the calculation of Adjusted EBITDAX and Levered Free
Cash
       Flow," as such disclosures clearly reference fees that are incremental
to those that you
       have recognized as general and administrative expense. For example,
please
       differentiate between the entirety of the fees attributable to your
interests, and the
       additional fees associated with the non-controlling interests.

       Tell us how the management fees associated with the redeemable interests
are being
       calculated and paid (i.e. identify the party that calculates and remits
this payment to
       KKR), notwithstanding your accounting for the cash outflow as a
distribution, and
       provide us with the associated management agreement along with your
response.
       Please explain to us how you have considered the guidance in SAB Topic
5:T in
       determining that your consolidated financial statements would not need
to reflect all
       expenses related to operating the consolidated entity, if this is your
view.


       Please contact John Cannarella at 202-551-3337 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Energy &
Transportation