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                              May 6, 2024

       David Lunin
       Chief Financial Officer
       Calumet, Inc.
       2780 Waterfront Parkway East Drive, Suite 200
       Indianapolis, IN 46214

                                                        Re: Calumet, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed April 19,
2024
                                                            File No. 333-277682

       Dear David Lunin:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our March 28, 2024
letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed April 19,
2024

       Unaudited Prospective Financial Information of the Partnership, page 80

   1.                                                   Enhance your disclosure
of assumptions on page 82 to explain the basis for projecting
                                                        amounts more than three
years out. Also, to the extent your forecasts reflect more than
                                                        simple growth rates,
explain why these rates are reasonable and disclose the limitations
                                                        presented by the
difficulty in sustaining significant growth rates over a long period of
                                                        time. Please refer to
Items 10(b)(2) and (b)(3)(i) of Regulation S-K.
   2.                                                   We note that your
projections of Adjusted EBITDA (excluding MRL) and Adjusted
                                                        EBITDA for MRL remain
constant in the years 2026, 2027, and 2028 while distributable
                                                        cash flow attributable
to partners is relatively constant in 2026 and 2027 but increases by
                                                        $28.2 million in 2028.
Please expand your disclosure to explain the increase in 2028.
 David Lunin
FirstName  LastNameDavid Lunin
Calumet, Inc.
Comapany
May  6, 2024NameCalumet, Inc.
May 6,
Page 2 2024 Page 2
FirstName LastName
3.       We refer to your market growth assumptions disclosed on page 82.
Enhance
         these disclosures to explain key factors that serve as your basis for
projecting
         significant year-to-year increases between 2023 and 2024 as well as
between 2025 and
         2026. In this regard, we note that projected Adjusted EBITDA for MRL
increased by
         $192.8 million, $67.6 million and $125.0 million for each of the
projected years between
         2024 through 2026 and that your projections of distributable cash flow
attributable to
         partners increased by $143.4 million and $190.6 million in 2024 and
2026 respectively.
          In addition, please clearly describe the key factors or contingencies
that would affect the
         projected growth from ultimately materializing.
4.       On page 82 you disclose a 2023 estimate for Adjusted EBITDA (excluding
MRL) of
         $277.8 million, Adjusted EBITDA for MRL of $(10.4) million, and
distributable cash
         flow attributable to partners of $4.9 million. On page 151 you
disclose 2023 actual
         Adjusted EBTIDA of $260.5 million, on a consolidated basis, and
distributable cash flow
         of $(86.2) million. In addition, you disclose Adjusted EBITDA of $30.2
million for MRL
         for the year ended December 31, 2023 at your segment footnote at page
F-42. In light of
         the differences in these financial amounts, please explain how you
considered providing
         disclosure of the accuracy or inaccuracy of previous projections as
described at Item
         10(b)(3)(ii) of Regulation S-K.
5.       We refer you to the unaudited prospective financial data in the table
on page 82. Please
         tell us why you have not included revenue, net income (loss) and
earnings (loss) per share
         for each period presented. In this regard, these projected measures
are usually presented
         together to avoid any misleading inferences that may arise when the
individual items
         reflect contradictory trends by presentation of just    key elements.
  Please refer to Item
         10(b)(2) of Regulation S-K.
       Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at
202-551-3650 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Liz Packebusch at 202-551-8749 or Laura Nicholson at 202-551-3584 with
any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Energy & Transportation
cc:      Hillary Holmes