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                              November 16, 2023

       Edward Kovalik
       Chief Executive Officer
       Prairie Operating Co.
       602 Sawyer Street, Suite 710
       Houston, TX 77007

                                                        Re: Prairie Operating
Co.
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Filed November 6,
2023
                                                            File No. 333-272743

       Dear Edward Kovalik:

            We have reviewed your amended registration statement and have the
following
       comments.

              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 November 1, 2023
letter.

       Amendment No. 5 to Form S-1 filed November 6, 2023

       Risk Factors, page 8

   1.                                                   Please add a separate
risk factor addressing the risk that the assumptions in your
                                                        "shutdown bitcoin
price" and breakeven analysis disclosure on pages 52 - 54 may turn out
                                                        to be inaccurate and
the potential risks to investors arising therefrom. Also please include
                                                        a cross-reference to
this risk factor in your Factors Affecting Profitability discussion.
       Business
       Factors Affecting Profitability, page 52

   2.                                                   We note your responses
to comments 2 and 3. Please expand your disclosure in this
                                                        section to disclose the
information you have provided in these responses.
   3.                                                   We note your response
to comment 5. Please revise to provide a breakeven analysis
 Edward Kovalik
Prairie Operating Co.
November 16, 2023
Page 2
      illustrating to investors the impact of hardware purchasing costs on your
mining
      operations, among other costs. We note from page 53 that your mining
machines only
      have a useful life of 2 - 5 years and that you recognized $132,851 of
depreciation with
      respect to your miners for the quarter ended June 30, 2023. Given this
substantial expense
      and the fact that you will have to replace your miners every few years,
it appears that the
      cost of purchasing mining equipment is a substantial expense that will
impact the success
      of your mining operations.
       Please contact David Lin at 202-551-3552 or John Dana Brown at
202-551-3859 with
any other questions.



                                                           Sincerely,
FirstName LastNameEdward Kovalik
                                                           Division of
Corporation Finance
Comapany NamePrairie Operating Co.
                                                           Office of Crypto
Assets
November 16, 2023 Page 2
cc:       Joanna D. Enns
FirstName LastName