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CORRESP
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Prairie
Operating Co.

55
Waugh Drive, Suite 400

Houston,
Texas 77007

December
10, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

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-3

Filed
November 22, 2024

File
No. 333-282730

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 December 9, 2024, with respect
to the Amendment to the Company’s Registration Statement on Form S-3, File No. 333-282730, filed with the Commission on November
22, 2024 (the “Registration Statement”).

For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.

Amendment
No. 1 to Form S-3 filed November 22, 2024

Documents
Incorporated by Reference, page 1

 1. We
                                            refer you to exhibits 99.5 and 99.7 to the Form 8-K filed on October 4, 2024. Please update
                                            to provide the unaudited interim financial statements for Nickel Road Operating LLC and the
                                            unaudited pro forma condensed combined financial information for Prairie Operating Co. and
                                            Nickel Road Operating LLC as of and for the nine months ended September 30, 2024. Please
                                            ensure that the terms of the NRO agreement that were amended on August 15, 2024 are reflected
                                            in your pro forma adjustments.

RESPONSE:
We respectfully acknowledge the Staff’s comment and advise the Staff that the unaudited interim financial statements
for Nickel Road Operating LLC (“NRO”) and the unaudited pro forma condensed combined financial
information for the Company and NRO as of and for the nine months ended September 30, 2024, were filed on
November 27, 2024, on the Company’s Current Report on Form 8-K. We advise the Staff that the pro forma adjustments
reflect, as applicable, the asset purchase agreement by and among the Company, Prairie Operating Co., LLC, NRO and Nickel Road Development LLC, dated January 11, 2024, as amended August 15, 2024. We further advise the
Staff that we have revised the Documents Incorporated by Reference sections in each resale prospectus in Amendment No. 2 to the
Registration Statement in response to the Staff’s comments.

Securities
and Exchange Commission

December
10, 2024

Page
2

General

 2. We
                                            note your response to prior comment 6 and re-issue it in part. Please revise the cover page
                                            for the resale prospectus registering the offer and sale of up to 4,198,343 shares of common
                                            stock by YA II PN, LTD., to clarify that you are registering (i) up to 100,000 shares of
                                            common stock issued to YA as a commitment fee and (ii) up to 4,098,343 shares of common stock
                                            (a) issuable pursuant to or in connection with the Standby Equity Purchase Agreement, dated
                                            September 30, 2024, between the Company and YA, subject to the satisfaction of the conditions
                                            set forth therein, and (b) issuable upon the conversion of the convertible promissory note
                                            issued on September 30, 2024 in the original principal amount of $15.0 million.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have revised the cover page of the resale prospectus with respect to the registration
of the offer and sale of up to 4,198,343 shares of common stock in Amendment No. 2 to the Registration Statement in response to the Staff’s
comments.

 3. We
                                            note your response to prior comment 7 and disclosure that the warrants “will be exercisable
                                            at any time until September 30, 2029, at an exercise price of $8.89, as may be adjusted pursuant
                                            to the terms of such warrants, in accordance with the terms of a subordinated promissory
                                            note.” Please revise your Description of Securities to include the material terms of
                                            the warrants, including the provisions for changes to or adjustments in the exercise price
                                            and minimum price. Refer to Item 202(c) of Regulation S-K. In addition, please file the warrant
                                            as an exhibit to your registration statement. In this regard, we note that the Form of Warrant
                                            has been omitted from the Subordinated Note filed as Exhibit 10.5.

RESPONSE:
We respectfully acknowledge the Staff’s comment and have revised the Description of Securities on page 13 of the resale prospectus
with respect to the registration of the offer and sale of up to 2,968,592 shares of common stock issuable upon the exercise of warrants,
the form of which is attached as Exhibit 4.5 of Amendment No. 2 to the Registration Statement 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 T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or E. Ramey Layne of Vinson & Elkins L.L.P. at (713)
758-4629.

    Very truly yours,

    PRAIRIE OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

    Enclosures

cc:

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

E.
Ramey Layne, Vinson & Elkins L.L.P.