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Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

August
24, 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.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    July 27, 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 August 22, 2023, with respect
to the Company’s Amendment No. 1 to the Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on July
27, 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. 2 to the Registration Statement (“Amendment No.
2”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 2 unless otherwise specified.

Amendment
to Form S-1 filed July 27, 2023

Risk
Factors

Risks
Related to Government Regulation Matters, page 13

1. We
                                            note your risk factor disclosure in response to comment 5 that the legal test for determining
                                            whether a particular crypto asset is a security “evolves over time,” and that
                                            the “SEC’s views in this area may have evolved over time and it is difficult
                                            to predict the direction or timing of any continuing evolution.” Please remove these
                                            statements as the legal tests are well-established by U.S. Supreme Court case law and the
                                            Commission and staff have issued reports, orders, and statements that provide guidance on
                                            when a crypto asset may be a security for purposes of the U.S. federal securities laws.

RESPONSE:
The Company has removed the statements in Amendment No. 2 in response to the Staff’s comments.

Securities
and Exchange Commission

August
24, 2023

 Page 2

 2. We
                                            further note your revised risk factor disclosure that:

 ● “The
                                            SEC generally does not provide advance guidance or confirmation on the status of any particular
                                            crypto asset as a security;”

 ● “Public
                                            statements by senior officials at the SEC indicate that the SEC does not intend to take the
                                            position that Bitcoin or Ether are securities (in their current form);”

 ● “Bitcoin
                                            and Ether are the only crypto assets as to which senior officials at the SEC have publicly
                                            expressed such a view;” and

 ● “With
                                            respect to all other crypto assets, there is currently no certainty under the applicable
                                            legal test that such assets are not securities.”

Please
remove or revise these statements in light of the fact that the Commission has identified numerous crypto assets as securities, the reference
to public statements about Ethereum in its current form is inaccurate, the legal tests are well-established by U.S. Supreme Court case
law, and the Commission and staff have issued reports, orders and statements that provide guidance on when a crypto asset may be a security
for purposes of the U.S. federal securities laws.

RESPONSE:
The Company has removed the statements in Amendment No. 2 in response to the Staff’s comments.

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

Factors
Affecting Profitability, page 46

3. Refer
                                            to comment 13 and your revised response. Please state more specifically how the relationship
                                            of hash rate, electricity consumption, and mining costs impacts operating results. In that
                                            regard also please revise to include a comprehensive breakeven analysis for your Bitcoin
                                            mining operations that compares the cost to earn/mine one Bitcoin with the value of the Bitcoin.
                                            Your analysis should identify and explain the inputs used in your calculation.

RESPONSE:
The Company has revised the disclosure on page 56 of Amendment No. 2 in response to the Staff’s comments.

Securities
and Exchange Commission

August
24, 2023

Page
3

Business,
page 54

4. Refer
                                            to comment 15 and your response that “the Company currently does not have, and does
                                            not intend to enter into, any agreements with mining pool operators.” Also refer to
                                            your disclosures throughout the F-pages that reference mining pools and mining pool agreements.
                                            For example only:

 ● Page
                                            F-39 states “[W]e participate in mining pools that pool the resources of groups of
                                            miners and split cryptocurrency rewards earned according to the “hashing” capacity
                                            each miner contributes to the mining pool.”

 ● Pages
                                            F-11 and F-44 state “[T]he Company has entered into digital asset mining pools by executing
                                            contracts with the mining pool operators to provide computing power to the mining pool....
                                            In exchange for providing computing power, the Company is entitled to a fractional share
                                            of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction
                                            fees to the mining pool operator which are recorded as a component of cost of revenues) for
                                            successfully adding a block to the blockchain.”

 ● Page
                                            F-45 states “[T]he Company’s cryptocurrency mining costs consist primarily of
                                            direct costs of earning Bitcoin related to mining operations, including mining pool fees,
                                            fuel and natural gas costs, turbine rental costs, and mobile data center rental costs, but
                                            exclude depreciation and amortization, which are separately stated in the Company’s
                                            consolidated statements of operations.”

Please
revise to provide context to these statements consistent with the Company’s response to the staff that there are no current agreements
or intentions to enter into any agreements with mining pool operators.

RESPONSE:
The Company respectfully advises the Staff that the Company participated in mining pools in 2022. The Company currently does not have,
and does not intend to enter into, any agreements with mining pool operators. The Company has revised the disclosure on page 55 of Amendment
No. 2 in response to the Staff’s comments. The Company did not revise the F-pages that reference mining pools and mining pool agreements
as the Company participated in mining pools in 2022 and such disclosure is relevant to such financials when issued.

5. We
                                            note your response to comment 16. Please revise to clarify whether you have any policy regarding
                                            how long you hold crypto assets that you receive as payment, or when you will sell such received
                                            crypto assets. If you have any such policy please state the policy. Also specifically state,
                                            quantitatively, the average period between receipt of your crypto assets and the subsequent
                                            sale, to date.

RESPONSE:
The Company respectfully advises the Staff that because the Company currently does not hold crypto assets, the Company does not have
any policy regarding how long the Company holds crypto assets or when the Company will sell any 	received crypto assets. The Company
has revised the disclosure on page 55 of Amendment No. 2 in response to the Staff’s comments. Additionally, the Company has revised
the disclosure on page 55 of Amendment No. 2 to state the average period between receipt of crypto assets and the subsequent sale on
a historical basis. The Company respectfully advises the Staff that the Company does not currently hold crypto assets and as such, the
average period between receipt of crypto assets and the subsequent sale is no longer relevant.

Securities
and Exchange Commission

August
24, 2023

 Page 4

6. Refer
                                            to comment 19 and your revised disclosure on page 56. We restate the comment in part: please
                                            revise to disclose the manner in which Atlas is required to store your crypto assets, whether
                                            it is contractually required to hold your crypto assets in cold storage, and to what extent,
                                            what security precautions it is required to undertake, what inspection rights you have, and
                                            what type of insurance Atlas is required to have to protect you from loss or advise. If your
                                            agreement is silent on these terms, disclose that fact and how Atlas is holding your crypto
                                            assets and provide risk factor disclosure about the lack of such contractual requirements
                                            and any lack of insurance, inspection rights, or security precautions.

RESPONSE:
The Company respectfully advises the Staff that the Company does not maintain any cryptocurrency assets or wallets and does not take
possession of any cryptocurrency mined. As a result, the Master Services Agreement does not contain any contractual arrangements for
Atlas to store the Company’s crypto assets and does not address any security precautions Atlas is required to undertake, any inspection
rights the Company has or what type of insurance Atlas is required to have to protect the Company from loss. The Company has revised
the disclosure on pages 9 and 56 of Amendment No. 2 in response to the Staff’s comments.

*
          *           *           *           *

Securities
and Exchange Commission

August
24, 2023

Page
5

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact Andrew Schulte of Vinson & Elkins L.L.P. at (713) 758-3381 or T. Mark Kelly of Vinson & Elkins L.L.P. at (713)
758-4592.

    Very
    truly yours,

    PRAIRIE
    OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

cc: Andrew
                                            Schulte, Vinson & Elkins L.L.P.

  T.
                                            Mark Kelly, Vinson & Elkins L.L.P.