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                            December 9, 2021

       Brian Uhlmer
       Chief Financial Officer
       ProFrac Holding Corp.
       333 Shops Boulevard, Suite 301
       Willow Park, Texas 76087

                                                        Re: ProFrac Holding
Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed November 30,
2021
                                                            Registration
Statement on Form S-1
                                                            Filed November 22,
2021
                                                            File No. 333-261255

       Dear Mr. Uhlmer:

             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
November 3, 2021 letter.

       Form S-1 filed on November 22, 2021

       Summary Historical Consolidated and Combined Financial Data
       Non-GAAP Financial Measures, page 30

   1.                                                   We note your response
to comment 3 and your renamed non-GAAP measure    Surplus
                                                        Cash Generation.    The
name of this measure implies that it is a liquidity measure. We
                                                        issue our prior comment
in part. Please rename the title of this non-GAAP measure to
                                                        more appropriately
portray it as a performance measure.
 Brian Uhlmer
ProFrac Holding Corp.
December 9, 2021
Page 2
Risk Factors
Our amended and restated certificate of incorporation will designate the Court
of Chancery...,
page 57

2.     We note that in the Fourteenth clause of your Amended and Restated
Certificate of
       Incorporation filed as Exhibit 3.2 you disclose that the federal
district courts of the United
       States shall be the exclusive forum for the resolution of any complaint
asserting a cause of
       action arising under the Securities Act of 1933, as amended. However,
such exclusive
       forum is not disclosed in your prospectus. Please revise.
Risks related to the FTSI Acquisition
This offering is not conditioned upon the completion of the FTSI Acquisition or
the closing of
the New Term Loan, page 64

3.     We note your disclosure that if you complete the FTSI Acquisition but
are unable to close
       on the New Term Loan, you expect to fund the FTSI Acquisition with a
combination of
       cash on hand, cash held by FTSI and advances under the equity financing
letter, or ECL,
       which could adversely affect your liquidity. Please disclose the
material terms of the ECL,
       such as the interest rate, repayment schedule and maturity of any
advances under the ECL.
       Please also file the ECL or tell us why you do not believe this is a
material agreement
       under Item 601(b)(10) of Regulation S-K.
       You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or
Shannon Buskirk,
Staff Accountant, at (202) 551-3717 if you have questions regarding comments on
the financial
statements and related matters. Please contact George K. Schuler at (202)
551-3718 for
engineering related questions. Please contact Kevin Dougherty, Staff Attorney,
at (202) 551-
3271 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.



                                                              Sincerely,
FirstName LastNameBrian Uhlmer
                                                              Division of
Corporation Finance
Comapany NameProFrac Holding Corp.
                                                              Office of Energy
& Transportation
December 9, 2021 Page 2
cc:       Michael S. Telle
FirstName LastName