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Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

September
5, 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. 2 to Registration Statement on Form S-1

Filed
August 25, 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 31, 2023, with respect
to the Company’s Amendment No. 2 to the Registration Statement on Form S-1, File No. 333-272743, filed with the Commission on August
25, 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. 3 to the Registration Statement (“Amendment No.
3”) via EDGAR. All references to page numbers and captions correspond to Amendment No. 3 unless otherwise specified.

Amendment
to Form S-1 filed August 25, 2023

Risk
Factors, page 6

1. We
                                            note your response to comment 1. Please add a risk factor addressing the risk that the crypto
                                            assets you mine or hold could be deemed securities and that the conclusions you draw based
                                            on your risk-based assessment regarding the likelihood that a particular crypto asset could
                                            be deemed a “security” under applicable laws could be incorrect. Include a discussion
                                            of what the legal implications would be and how it might impact you and your investors.

RESPONSE:
The Company has revised the disclosure on page 16 of Amendment No. 3  in response to the Staff’s comments.

Securities
and Exchange Commission

September
5, 2023

Page
2

We
may not have sufficient authorized common stock available to issue the Common Stock that is being offered for resale, page 19

2. Please
                                            tell us how counsel is able to opine that the Series D Shares, Series A Warrant Shares, and
                                            Series B Warrant Shares will be validly issued if, as you state here, you may be in violation
                                            of your charter if common stock underlying outstanding convertible or exercisable securities,
                                            separate from the shares referenced above, is issued in an amount that would make the number
                                            of your outstanding shares exceed the number of shares of common stock authorized by your
                                            charter.

RESPONSE:
The Company respectfully advises the Staff that counsel opines that the Series D Shares, Series A Warrant Shares and Series B Warrant
Shares (each as defined in the opinion attached to the Registration Statement as Exhibit 5.1) will be validly issued, fully paid and
nonassessable when such shares are issued. Because Delaware law prohibits the Company from issuing shares in an amount in excess of the
number of shares of common stock authorized in the Company’s charter, any such excess shares will not be issued upon any attempted
conversion of PIPE Preferred Stock or exercise of PIPE Warrants, and is not included in counsel’s opinion. Furthermore, the Company
plans to implement a reverse stock split at a ratio of 1 to 28.57142857, which was previously approved by the Company’s stockholders,
as disclosed in the Registration Statement once the Company’s pending Rule 10b-17 action request pursuant to FINRA Rule 6490 is
processed. Once the reverse stock split is implemented, the Company will have sufficient authorized shares to issue shares of common
stock upon any conversion of PIPE Preferred Stock or exercise of PIPE Warrants.

3. Please
                                            revise this risk factor to discuss the specific potential impacts for investors in this offering,
                                            if you were to issue shares in an amount that would make the number of your outstanding shares
                                            exceed the number of shares of common stock authorized by your charter.

RESPONSE:
The Company has revised the disclosure on page 19 of Amendment No. 3  in response to the Staff’s comments.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of Prairie Operating Co., page 42

4. Please
                                            provide consistent and clear disclosure about the current status of your cryptocurrency mining
                                            operations. For example you state on page 55 that “[a]fter June 30, 2022, the Company
                                            ceased its cryptocurrency mining operations” and “Since June 30, 2022 the Company
                                            is neither receiving meaningful cryptocurrency awards nor generating meaningful revenue from
                                            cryptocurrency mining,” yet you later state that “[o]n March 2, 2023, the Company
                                            entered into the Master Services Agreement with Atlas and re- initiated its cryptocurrency
                                            mining operations.”

RESPONSE:
The Company has revised the disclosure on page 55 of Amendment No. 3 in response to the Staff’s comments.

Securities
and Exchange Commission

September
5, 2023

Page
3

Factors
Affecting Profitability, page 55

5. Refer
                                            to comment 3 and your revisions on page 56 relating to your electricity costs per Bitcoin
                                            and the average breakeven Bitcoin price for the second quarter of 2023. We reissue the comment
                                            in part and request that you include a more comprehensive breakeven analysis for your Bitcoin
                                            mining operations that compares the cost to earn/mine one Bitcoin with the market value of
                                            one Bitcoin. Identify and explain all relevant inputs. Quantitative tabular disclosure may
                                            be helpful.

RESPONSE:
The Company has revised the disclosure on page 56 of Amendment No. 3 in response to the Staff’s comments.

6. You
                                            state on page 56 that “[i]n order to normalize the cost of electricity, [you] entered
                                            into a Master Services Agreement with Atlas, pursuant to which [you] pay... a monthly fee
                                            to Atlas for the quantity of electricity consumed by the miners at a rate of $0.08 per kWh.”

Please
address the following:

 ● Explain
                                            to us why you state on page 56 that “[y]our break-even power price is $80/MW.”
                                            It appears that this is the contractually fixed rate for electricity that you are charged,
                                            rather than a “breakeven” price.

 ● Explain
                                            to us why you state on page 56 that “the cost to earn a Bitcoin under the Master Services
                                            Agreement is predominantly driven by the price of power or electricity which fluctuates based
                                            on many factors, including the impacts of weather and the price of natural gas.” If
                                            you pay a fixed rate per kWh pursuant to the Master Services Agreement it would seem that
                                            weather or the price of natural gas would not affect your price of electricity.

RESPONSE:
The Company respectfully advises the Staff that:

 ● The
                                            Company has removed the referenced sentence “our break-even power price is $80/MW.”
                                            The Company has revised the disclosure on page 56 of Amendment No. 3 to add a more comprehensive
                                            breakeven analysis.

 ● The
                                            Company has removed the referenced sentence “the cost to earn a Bitcoin under the Master
                                            Services Agreement is predominantly driven by the price of power or electricity which fluctuates
                                            based on many factors, including the impacts of weather and the price of natural gas.”
                                            The Company has revised the disclosure on page 56 of Amendment No. 3 to state that market
                                            factors impacting the price of electricity continue to have an adverse impact on the Company’s
                                            operations due to actions that Atlas can take when its electricity costs are above $80 per
                                            MW.

7. Please
                                            consider providing two separate discussions of factors affecting profitability, one pre and
                                            one post the March 2, 2023 Master Services Agreement. Currently, you appear you discuss some
                                            profitability factors from before the Master Services Agreement as if they still have the
                                            same impact. For example you state on page 56 that “the cost of natural gas that [you]
                                            use to produce electricity to power [y]our miners is volatile and has increased substantially
                                            since the beginning of 2022.”

RESPONSE:
The Company has revised the disclosure on pages 55 and 56 of Amendment No. 3 in response to the Staff’s comments.

* * * * *

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.