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Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

July
27, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Registration
    Statement on Form S-1

    Filed
    June 16, 2023

    File
    No. 333-272743

Ladies
and Gentlemen:

Set
forth below are the responses of Prairie Operating Co. (the “Company,” “we,” “us”
or “our”) to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated July 17, 2023, with respect to
the Company’s Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on June 16, 2023 (the “Registration
Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Concurrently
with the submission of this letter, we are also submitting Amendment No. 1 to the Registration Statement (“Amendment No.
1”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 1 unless otherwise specified.

Registration
Statement on Form S-1 filed June 16, 2023

General

1. Provide
                                            disclosure of any significant crypto asset market developments material to understanding
                                            or assessing your business, financial condition and results of operations, or share price
                                            since your last reporting period, including any material impact from the price volatility
                                            of crypto assets.

RESPONSE:
The Company respectfully advises the Staff that the Company was not directly affected by the recent crypto asset market developments,
including the continued industry-wide fallout from recent Chapter 11 bankruptcy filings of cryptocurrency exchanges FTX Trading Ltd.
(including its affiliated hedge fund Alameda Research LLC) and other firms. That being said, the decrease and volatility of Bitcoin price
as a result of these recent developments have affected the Company’s business, financial condition and results of operations. The
Company has revised the disclosure on pages 9, 17 and 56 of Amendment No. 1 in response to the Staff’s comments.

Securities
and Exchange Commission

July
27, 2023

Page
2

2. Please
                                            discuss any intentions you have to mine crypto assets other than bitcoin.

RESPONSE:
The Company respectfully advises the Staff that the Company currently does not intend to acquire crypto asset other than Bitcoin. The
Company has revised the disclosure on page 55 of Amendment No. 1 in response to the Staff’s comments.

Risk
Factors, page 6

3. To
                                            the extent material, discuss any reputational harm you may face in light of the recent disruption
                                            in the crypto asset markets. For example, discuss how market conditions have affected how
                                            your business is perceived by customers, counterparties, and regulators, and whether there
                                            is a material impact on your operations or financial condition.

RESPONSE:
The Company has revised the disclosure on page 14 of Amendment No. 1 in response to the Staff’s comments.

4. Describe
                                            any material risks to your business from the possibility of regulatory developments related
                                            to crypto assets and crypto asset markets. Identify material pending crypto legislation or
                                            regulation and describe any material effects it may have on your business, financial condition,
                                            and results of operations.

RESPONSE:
The Company has revised the disclosure on page 14 of Amendment No. 1 in response to the Staff’s comments.

5. Describe
                                            any material risks you face related to the assertion of jurisdiction by U.S. and foreign
                                            regulators and other government entities over crypto assets and crypto asset markets.

RESPONSE:
The Company respectfully advises the Staff that the Company has revised the disclosure on pages 14, 15 and 16 of Amendment No. 1 in response
to the Staff’s comments, and refer the Staff to the section in the Registration Statement entitled “Risk Factors –
Risks Related to Government Regulation Matters” for a description of materials risks the Company faces related to the assertion
of jurisdiction by U.S. and foreign regulators and other government entities over crypto assets and crypto asset markets.

6. To
                                            the extent material, describe any gaps your board or management have identified with respect
                                            to risk management processes and policies in light of current crypto asset market conditions
                                            as well as any changes they have made to address those gaps.

RESPONSE:
The Company has revised the disclosure on page 11 of Amendment No. 1 in response to the Staff’s comments.

Securities
                                            and Exchange Commission

July
27, 2023

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3

7. Describe
                                            any material financing, liquidity, or other risks you face related to the impact that the
                                            current crypto asset market disruption has had, directly or indirectly, on the value of the
                                            crypto assets you use as collateral or the value of your crypto assets used by others as
                                            collateral.

RESPONSE:
The Company has revised the disclosure on page 23 of Amendment No. 1 in response to the Staff’s comments.

8. To
                                            the extent material, describe any of the following risks due to disruptions in the crypto
                                            asset markets:

    ●
    Risk
    from depreciation in your stock price.

    ●
    Risk
    of loss of customer demand for your products and services.

    ●
    Financing
    risk, including equity and debt financing.

    ●
    Risk
    of increased losses or impairments in your investments or other assets.

    ●
    Risks
    of legal proceedings and government investigations, pending or known to be threatened, in the United States or in other jurisdictions
    against you or your affiliates.

    ●
    Risks
    from price declines or price volatility of crypto assets.

RESPONSE:
The Company respectfully advises the Staff of the following:

    ●

    The
    Company has revised the disclosure on page 17 of Amendment No. 1 to discuss risk from depreciation in the Company’s stock price.

    ●
    The
    Company has revised the disclosure on pages 9 and 14 of Amendment No. 1 to discuss risk of loss of customer demand for its products
    and services.

    ●
    The
    Company has revised the disclosure on pages 6 and 7 of Amendment No. 1 to discuss financing risk, including equity and debt financing.

    ●
    The
    Company has revised the disclosure on page 9 of Amendment No. 1 to discuss risk of increased losses or impairments in your investments
    or other assets.

    ●
    The
    Company has revised the disclosure on page 14 of Amendment No. 1 to discuss risks of legal proceedings and government investigations,
    pending or known to be threatened, in the United States or in other jurisdictions against you or your affiliates.

    ●
    The
    Company has revised the disclosure on page 9 of Amendment No. 1 to discuss risks from price declines or price volatility of crypto
    assets.

Securities
                                            and Exchange Commission

July
27, 2023

Page
4

9. Please
                                            add a risk factor addressing risks attendant to your reliance on Atlas.

RESPONSE:
The Company has revised the disclosure on page 7 of Amendment No. 1 in response to the Staff’s comments.

The
storage and custody of our Bitcoin assets and any other cryptocurrencies that we may potentially acquire or hold, page 9

10. You
                                            state that you “plan to establish processes to manage wallets.” Please disclose
                                            the timeframe for doing so. Also discuss the risk to investors because, if true, you do not
                                            currently have policies and procedures for the storage of crypto assets. Additionally, discuss
                                            the risks related to investors being unable to evaluate what your eventual custody policies
                                            and procedures will be.

RESPONSE:
The Company has revised the disclosure on page 9 of Amendment No. 1 in response to the Staff’s comments.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Prairie Operating Co.

Cryptocurrency
Mining, page 41

11. If
                                            significant, please quantify your reliance on Bitmain or other digital asset mining equipment
                                            suppliers. To the extent you are substantially dependent on any agreements with Bitmain or
                                            other suppliers, please describe the material terms of such agreements and file the agreements
                                            as exhibits. If you believe you are not substantially dependent on the agreements, please
                                            provide us with an analysis supporting your belief. See Item 101(h)(4)(v) of Regulation S-K.

RESPONSE:
The Company respectfully advises the Staff that on June 17, 2023, Bitmain delivered the last batch of products to the Company and the
Non-Fixed Price Sales and Purchase Agreement entered into on December 17, 2021 between the Company and Bitmain terminated pursuant to
its terms. The Company does not currently have, or expect to enter into any, agreements with other suppliers. As such, the Company does
not substantially rely or depend on Bitmain or other digital asset mining equipment suppliers. The Company has revised the disclosure
on page 44 of Amendment No. 1 in response to the Staff’s comments.

Mining
Equipment, page 41

12. You
                                            state that “As of March 31, 2023, none of the 600 miners purchased from Bitmain have
                                            been delivered to the Company, and will remain undelivered until all fees are paid to ship
                                            the miners from the Bitmain facility to the Company.” Disclose the amount of fees that
                                            remain to be paid, why they have not yet been paid, who is responsible for such payment,
                                            when it is anticipated that they will be paid, and when shipment is expected to occur. Also
                                            state whether these miners are pre-owned or newly manufactured.

Securities
                                            and Exchange Commission

July
27, 2023

Page
5

RESPONSE:
The Company respectfully advises the Staff that the Company has paid a shipping fee of $54,000
and 600 miners were delivered to the Company on June 17, 2023. The Company has revised the disclosure on page 44 of Amendment
No. 1 in response to the Staff’s comments.

Factors
Affecting Profitability, page 42

13. Please
                                            discuss in greater detail the relationship of hash rate, electricity consumption, and mining
                                            costs, and how this relationship specifically impacts operating results.

RESPONSE:
The Company has revised the disclosure on pages 46 and 56 of Amendment No. 1 in response to the Staff’s comments.

Business,
page 51

14. Revise
                                            to disclose the material terms and any termination provisions of your Master Services Agreement
                                            with Atlas, through which it will provide you with cryptocurrency mining services for your
                                            miners at the Atlas facility in North Dakota. Refer to your disclosure on page F-67 that
                                            “all cryptocurrency mined by our miners will be transferred to wallets in the control
                                            of Atlas. Atlas will then deduct the hosting service fee from the monthly total mined currency
                                            produced by our miners and remit the net mined currency to us.” As an additional matter,
                                            please disclose here this remittance process to clarify where the net mined cryptocurrency
                                            is deposited and who has control of the wallet or account.

RESPONSE:
The Company has revised the disclosure on page 56 of Amendment No. 1 in response to the Staff’s comments.

15. We
                                            note your disclosure that you participate in mining pools and have executed contracts “with
                                            the mining pool operators to provide computing power to the mining pool” for which
                                            you are entitled to a fractional share of the cryptocurrency award the mining pool operator
                                            receives based on the proportion of computing power you contributed compared to the total
                                            computing power contributed by all mining pool participants in solving the current algorithm.
                                            Please revise to disclose:

    ●
    Material
    terms of your mining pool agreements and file these agreements as exhibits.

    ●
    Percentage
    of your Bitcoin hashing power contributed to mining pools.

    ●
    Total
    hashing power of each pool and the percentage thereof contributed by your miners.

Securities
                                            and Exchange Commission

July
27, 2023

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6

    ●
    How
    the pools hold your proportion of mining rewards and the duration thereof.

    ●
    Whether
    the pool operators have insurance for theft or loss and the risks associated with transferring crypto assets.

RESPONSE:
The Company respectfully advises the Staff that the Company currently does not have, and does not intend to enter into, any agreements
with mining pool operators. The Company has revised to remove certain disclosure on pages 7, 44, 48 and 55 of Amendment No. 1
to reflect that the Company currently does not have any agreements with mining pool operators.

16. Refer
                                            to your disclosure on pages 42-43 and 52-53 that you have historically mined and held Bitcoin
                                            and may sell your mined Bitcoin to fund operating and capital expenditures. Revise to further
                                            clarify whether you have sold any of your mined Bitcoin in the past and your policies or
                                            practices regarding how long you hold crypto assets that you receive as payment and to discuss:

    ●
    Any
    risks to your liquidity caused by volatility in cryptocurrency pricing.

    ●
    If
    relevant, the average