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             Skadden, Arps, Slate, Meagher & Flom (UK) llp

             40 BANK STREET

               CANARY WHARF

               LONDON E14 5DS

              ________

              TEL: (020) 7519-7000

               FAX: (020) 7519-7070

               www.skadden.com

              February 14, 2023

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      Via EDGAR and E-mail

      Lily Dang

      Karl Hiller

      Timothy S. Levenberg

      Karina Dorin

      U.S. Securities and Exchange Commission

      100 F Street, NE

      Washington, D.C. 20549

      Mail Stop 4546

              RE:

              Cool Company Ltd.

              Amendment No. 1 to Draft Registration Statement on Form 20-F Submitted December 23, 2022

              CIK No. 0001944057

      Ladies and Gentlemen:

      On behalf of Cool Company Ltd. (the “Company” or “CoolCo”), enclosed is a copy of a revised registration statement on
        Form 20-F (the “Registration Statement”) as publicly filed with the Securities and Exchange Commission (the “Commission”) on the date hereof. The Registration Statement
        includes changes as compared to the above-referenced Draft Registration Statement on Form 20-F confidentially submitted to the Commission on December 23, 2022 (the “Draft Registration

          Statement”).

      The changes reflected in the Amendment include those made in response to the comments of the staff of the Commission (the “Staff”) set forth in the Staff’s
        letter of January 20, 2023 (the “Comment Letter”). The Amendment also includes other changes that are intended to update the information contained therein.

      Set forth below are the Company’s responses to the Staff’s comments. The headings and paragraph numbers of this letter correspond to the headings and paragraph numbers contained in the Comment
        Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Amendment. All references to page numbers and
        captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Amendment.

      SKADDEN, ARPS, SLATE, MEAGHER & FLOM (UK) LLP, A LIMITED LIABILITY PARTNERSHIP REGISTERED

      UNDER THE LAWS OF THE STATE OF DELAWARE, IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY UNDER REFERENCE NUMBER 80014.

      A LIST OF THE FIRM’S PARTNERS IS OPEN TO INSPECTION AT THE ABOVE ADDRESS.

      U.S. Securities and Exchange Commission

      February 14, 2023

      Page 2

      Amendment No. 1 to Draft Registration Statement on Form 20-F

      Directors, Senior Management and Employees

      Compensation of Directors and Executive Officers, page 94

            1.

              Please update your compensation disclosure for the fiscal year ended December 31, 2022. Refer to Item 6.B of Form 20-F.

      Response:

      In response to the Staff’s comment, the Company has updated its compensation disclosure for the fiscal year ended December 31, 2022 on page 93 of the Registration Statement.

      Index to Financial Statements, page F-1

            2.

              Please reposition the pro forma financial statements that currently reside in Exhibit 99.1 as the initial set of financial statements in this section, or to either precede or follow the
                financial statements of the recently acquired businesses on pages F-61 through F-100. Please also include a corresponding reference in your Index under this heading, and the Table of Contents on page ii.

      Response:

      In response to the Staff’s comment, the Company has repositioned the pro forma financial statements that resided in Exhibit 99.1 to follow the financial statements of the recently acquired businesses on pages F-102
        through F-109 of the Registration Statement and included a corresponding reference in the Index under this heading and the Table of Contents on page iii of the Registration Statement.

      Interim Financial Statements - Cool Company Limited

      Note 1 - General, page F-39

            3.

              Please expand your disclosure explaining that on June 30, 2022 you “...entered into various agreements (the “ManCo SPA”) with Golar to purchase Golar’s LNG carrier and FSRU management
                organization,” including the purchase of four entities, to include the dates upon which each of the four entities were conveyed and the dates upon which any other terms of the agreements were satisfied.

      Response:

      In response to the Staff’s comment, the Company has updated the disclosures to Note 1 of the interim financial statements to reflect the dates upon which the arrangements to acquire each of the four management
        entities closed and were conveyed to CoolCo on page F-40 of the Registration Statement. The conveyance of these management entities was the only material provision of these agreements so there are no other relevant dates to disclose.

      Note 2 - Basis of Preparation and Summary of Significant Accounting Policies, page F-41

            4.

              We note that you have used brackets to denote liabilities in presenting the year-end balance sheets on page F-6 though have not used this convention in presenting the interim balance sheets
                on page F-35. Please revise either statement as necessary to present the balances in a consistent manner.

      Response:

      In response to the Staff’s comment, the Company has updated the year-end balance sheets on page F-6 to remove brackets to denote liabilities and present the balances in a manner consistent with the convention used in
        presenting the interim balance sheets.

        U.S. Securities and Exchange Commission

        February 14, 2023

        Page 3

            5.

              We note that you have included an interim equity statement on page F-38 which appears to include several adjustments in order to reconcile between the predecessor and successor balances,
                though which individually have an unclear basis for attribution to the specific entities involved in meeting the requirements of FASB ASC 505-10-50-2, covering the predecessor entities up to the point of conveyance and the successor for the
                entire interim period, including the following.

            •

              The item “Fair value adjustment in relation to Vessel SPA” of $(227,289) thousand is described as a revaluation of the vessels by the predecessor on the disposal dates, thereby implying an
                impairment though which has not been recognized in the Statements of Operations.

            •

              The item “Deconsolidation of lessor VIEs” of $(115,412) thousand is attributed to five of the seven variable interest entities having debt associated with the vessels acquired that were not
                replaced or maintained by the successor upon acquisition.

            •

              The item “Adjustment to total equity upon consolidation” of $(356,639) thousand appears to adjust the predecessor owners’ equity and retained losses to zero with a partial unexplained
                adjustment to the predecessor non-controlling interest.

      Tell us why you have not presented for the predecessor the combined balances of the twenty entities that you have identified as comprising the predecessor
        operations at the dates that each was conveyed and or derecognized by Golar LNG Limited; and why you have not presented for the successor the equity balances as of the beginning of the year and separate lines for the financing and investing
        transactions that occurred and impacted the equity balances during the interim period.

      Please also address the requirement to report changes in the number of shares of equity securities, including the number of shares issued upon conversion,
        exercise, or satisfaction of required conditions, to comply with FASB ASC 505-10-50-3.

      Response:

      Comment: Tell us why you have not presented for the predecessor the combined balances of the twenty entities that you have identified as comprising the
        predecessor operations at the dates that each was conveyed and or derecognized by Golar LNG Limited; and why you have not presented for the successor the equity balances as of the beginning of the year and separate lines for the financing and
        investing transactions that occurred and impacted the equity balances during the interim period.

        In response to the Staff’s comment, the Company notes that as described in Note 1 of the interim financial statements on pages F-39 and F-40 and pursuant to the Vessel SPA and ManCo SPA, CoolCo acquired thirteen legal entities from Golar on
          various acquisition dates during the period from March 3, 2022 to June 30, 2022.

        As further described in the following paragraph, the Company has revised the presentation of the unaudited condensed statements of changes in equity (the “interim equity statement”) on page F-38 of the Registration Statement which includes the
          combined carve-out balance of the Parent’s equity for each of the entities acquired under the Vessel SPA and ManCo SPA up to the date of the acquisition of each of those entities by CoolCo.

        U.S. Securities and Exchange Commission

        February 14, 2023

        Page 4

        In presenting the combined carve-out equity balance of each of the entities on an aggregated basis within the row “Combined carve-out predecessor balance upon disposal” (instead of as of the dates of each
          conveyance), the Company has considered the similar nature of the activities impacting the equity reconciliation between the beginning of the period and the closing date of each transaction which is limited to net income for the phased period,
          and for the deconsolidation of the lessor VIEs not assumed by the Company; therefore any additional information provided by disaggregating the closing balance for each entity at the disposal closing date individually and presenting separate lines
          may not be considered meaningful to the users of these financial statements. Consequently, for practical purposes, the Company believes it is reasonable to disclose the aggregate closing equity balance of each of the entities. The Company has
          also disclosed “Cancellation of Predecessor equity” to demonstrate the elimination of the Predecessor equity, followed by the beginning equity balance for the Successor period upon acquisition on a consolidated basis. The Company has further
          split the issuance of shares to Golar and issuance of shares in connection with the Private Placement to present clearly the financing transactions with footnotes disclosing the number of shares issued, together with the gross and net proceeds
          that impacted the equity balances during the interim period. The revision made to the interim equity statement clarifies the adjustments included within, more specifically those raised by the Staff, as follows:

            -
             “Fair value adjustment in relation to Vessel SPA” of $(227,289) thousand has now been removed from the interim equity statement. This adjustment originally reflected an
              impairment expense and other disposal adjustments recognized by the Parent before each of the eight modern LNG carriers (the “Original Vessels”) were transferred to CoolCo and as result of the changes in circumstances of the vessels due to
              the Vessel SPA.

               As per ASC 360, consideration was given by the Parent whether the transaction giving rise to the carve-out financial statements resulted in an impairment indicator (as defined in ASC 360). The Parent determined that an impairment
                indicator existed at the time the Vessel SPA was signed as the transaction sales price was below the carrying value of the net assets in the carve-out financial statements. As such, fair value and other adjustments to vessels and equipment,
                net which reflect these assets at fair value consistent with the revaluation adjustment, including an impairment of vessels was recognized by the Parent following the classification of such long-lived assets as held-for-sale within the
                Parent’s consolidated financial statements (in accordance with ASC 360).

              However, for the purposes of the Predecessor combined carve-out financial statements, the Original Vessels were deemed as held for use and therefore no similar expense has been recognized during the Predecessor Period within the combined
                carve-out statement of operations. Since the opening combined carve-out equity balance as of January 1, 2022 was carved out from the Predecessor Parent financial statements (when an impairment indicator did not exist for either the Parent
                or the carve-out entity) the revaluation adjustment had been inadvertently included in the interim equity statement to reflect the adjustment made by the Parent and agree to the closing balance per the Parent’s accounting records of each of
                the disposed entities transferred upon the respective closing dates. This has now been removed in the interim equity statement on page F-38.

              -

                “Deconsolidation of lessor VIEs” of $(115,412) thousand”: the Company advises the Staff that following the completion of the acquisition of all the Original Vessels under the Vessel SPA in April 2022, only two of the existing seven
                  sale and leaseback arrangements were assumed by the Company with the remaining sale and leaseback arrangements repaid and subsequently refinanced with CoolCo’s $570 million senior secured sustainability term loan facility. The equity
                  attributable to the two Lessor SPVs, assumed by CoolCo, is included in non-controlling interests in the consolidated successor balance as of September 30, 2022 while the remaining lessor VIEs were deconsolidated by the Predecessor.
                  Footnote 3 of the interim equity statement has been updated to provide clarity on how the debt associated with the sale and leaseback facilities for the Original Vessels was replaced by the successor upon acquisition.

              -

                “Partial unexplained adjustment to the predecessor non-controlling interest relates to the fair value adjustment made to the non-controlling interest upon acquisition by the Successor”: has now been removed from the adjustment labelled
                  as “Cancellation of Predecessor equity” and included as a separate adjustment during the Successor Period to provide clarity.

      Comment: Please also address the requirement to report changes in the number of shares of equity securities, including the
          number of shares issued upon conversion, exercise, or satisfaction of required conditions, to comply with FASB ASC 505-10-50-3.

      In response to the Staff’s comment, the Company has revised the presentation of the interim equity statement on page F-38 to include the split of cancellation of shares previously issued to Parent and the issuance of
        shares to G