SecProbe.io

March 11, 2020
Todd A. Stevens
President and Chief Executive Officer and Director
California Resources Corporation
27200 Tourney Road, Suite 200
Santa Clarita, CA 91355
Re:California Resources Corporation
Post-Effective Amendment No. 1 to Form S-3
Filed February 26, 2020
File No. 333-233289
Dear Mr. Stevens:
            We have reviewed your post-effective amendment and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 filed February 26, 2020
Description of Capital Stock
Forum Selection, page 6
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any "derivative
action."  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please also revise

 FirstName LastNameTodd A. Stevens
 Comapany NameCalifornia Resources Corporation
 March 11, 2020 Page 2
 FirstName LastName
Todd A. Stevens
California Resources Corporation
March 11, 2020
Page 2
your prospectus to add related risk factor disclosure, and to state that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.
General
2.We note that you incorporate by reference your Form 10-K for the fiscal year ended
December 31, 2019 and that such report incorporates by reference information from your
definitive proxy statement, which has not yet been filed.  Prior to requesting acceleration
of the effectiveness of this registration statement, please either amend the Form 10-K to
include information required by Part III of Form 10-K or file the definitive proxy
statement.  Please refer to Compliance and Disclosure Interpretations, Securities Act
Forms Question 123.01 for guidance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or, in her
absence, Laura Nicholson, Special Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Scott D. Rubinsky