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 May 2, 2025

Curtis Allen
Chief Financial Officer
Phoenix Energy One, LLC
18575 Jamboree Road, Suite 830
Irvine, California 92612

 Re: Phoenix Energy One, LLC
 Amendment No. 3 to Registration Statement on Form S-1
 Filed April 25, 2025
 File No. 333-282862
Dear Curtis Allen:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our April 21,
2025 letter.

Amendment No. 3 to Form S-1
Mandatory Redemption, page 11

1. We note your response to prior comment 4. However, your disclosure
remains unclear
 as to what your reference to applicable subordination provisions
means. In addition,
 please reconcile your statement in the first sentence of the second
paragraph that
 redemption requests will be processed in the order they are
received with your
 revised disclosure in the next sentence that you intend to process
redemption
 requests in the order received and do not intend to prioritize
requests.
 May 2, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 54

2. We note discussion elsewhere in your filing regarding tariffs. If it is
reasonably
 possible that changes in tariffs could have a material impact on your
liquidity, capital
 resources or results of operations in future periods, revise your
disclosure to clarify
 this and to describe the impacts.
Commodity Prices, page 57

3. We note recent decreases in index prices for WTI and Henry Hub. If
current prices
 are below the price assumptions underlying your development plans and
related cash
 flow projections, expand your disclosure to clarify this and to describe
the reasonably
 possible impact on your liquidity, capital resources, results of
operations and reported
 reserve volumes in the event that prices do not increase above current
levels.
Elements of Our Executive Compensation Program, page 111

4. We note your response to prior comment 10. Specifically, we note
revisions to
 provide additional information related to the compensation arrangements
for Mr.
 Ferrari, Mr. Allen, and Ms. Wilson. Please further revise as follows:

 Please clarify, if true, that the twice monthly amounts payable to
Mr. Ferrari, Mr.
 Allen, and Ms. Wilson in 2024 were calculated based on the
assumption that the
 company would meet the revenue target set by LJC. Also, please
state, if true, that
 Mr. Ferrari, Mr. Allen, and Ms. Wilson received the full variable
compensation
 amounts (i.e., $3,1350,000, $1,567,500, and $399,000, respectively),
even though
 Phoenix did not meet its gross revenue target of $285 million upon
which variable
 compensation was contingent under the 2024 employee agreements. In
this
 regard, since you did not meet the applicable revenue target, please
reconcile your
 disclosure under Base Compensation on page 111 that the employees
were
 entitled to these payments.

 You describe the $3,000,000 payment to Adam Ferrari in January
2025 as an
 advance which will, in turn, reduce the amount of subsequent
payments due from
 Phoenix to LJC. Please confirm, if true, that the advance was paid
in January.
 Also, given that your twice monthly payments to Mr. Ferrari, Mr.
Allen, and Ms.
 Wilson in 2024 appear to have been advances on 2024 compensation,
and given
 that you will continue to make twice monthly advances to Mr. Allen
and Ms.
 Wilson in 2025, please explain your rationale for modifying Mr.
Ferrari s
 compensation arrangement in 2025 to provide for a large lump sum
advance to
 him in January, rather than continuing to make pro rata incremental
payments
 throughout the course of the year.

 Please disclose your process for recovering payments in the event
your
 performance falls short of the revenue target, including whether any
compensation
 amounts are placed in escrow prior to the true-up in December.
Provide similar
 disclosure for your 2025 compensation plan.
 May 2, 2025
Page 3

 We note that you have revised to disclose a revenue target for
2024 of $285
 million. However, the employee agreements with Mr. Ferrari, Mr.
Allen, and Ms.
 Wilson appear to refer to multiple revenue targets. Please advise.

 Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at
202-551-
3650 if you have questions regarding comments on the financial statements and
related
matters. Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at
202-551-3314
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Chris Clark
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