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                            May 8, 2023

       Chad L. Kalmakoff
       Chief Financial Officer
       Baytex Energy Corp.
       2800, 520     3rd Avenue S.W.
       Calgary, Alberta
       T2P 0R3

                                                        Re: Baytex Energy Corp.
                                                            Amendment No. 1 to
Registration Statement on Form F-4
                                                            Filed April 28,
2023
                                                            File No. 333-271191

       Dear Chad L. Kalmakoff:

             We have reviewed your amended registration statement 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.
Unless we note
       otherwise, our references to prior comments are to comments in our April
21, 2023 letter.

       Amendment No. 1 to Registration Statement on Form F-4 filed April 28,
2023

       Unaudited Pro Forma Consolidated Financial Information, page 159

   1.                                                   We note that you filed
financial statements and other financial information for the
                                                        quarterly period ended
March 31, 2023 with your home country regulators on May 4,
                                                        2023, and submitted
this information in a Form 6-K on the same date. Please update your
                                                        registration statement
to include the more current financial information to comply with
                                                        Item 8.A.5 of Form
20-F. Please also update the pro forma financial information to cover
                                                        the interim periods.
 Chad L. Kalmakoff
FirstName  LastNameChad  L. Kalmakoff
Baytex Energy  Corp.
Comapany
May  8, 2023NameBaytex Energy Corp.
May 8,
Page 2 2023 Page 2
FirstName LastName
2.       In Note 5.d. you present a $247.1 million adjustment related to an
increase in borrowings
         under your credit facilities which you state will be used together
with the cash generated
         in Financing Transactions described in Note 5.a. to fund the cash
portion of the purchase
         price consideration. We note you included this adjustment in the
Merger Transactions
         column in your pro forma balance sheet. In light of the fact that you
disclose that the
         transactions contemplated by the debt commitment letter, which
includes your new
         revolving credit facility, and the Baytex 8.5% Senior Notes, including
the repayment,
         refinancing or redemption of existing Ranger and Baytex indebtedness,
are referred to as
         the "Financing Transactions", it is unclear to us why amounts you will
borrow under your
         credit facility to fund a portion of the cash consideration are
included in the Merger
         Transaction column of your pro forma financial statements rather than
in the Financing
         Transactions column. Please revise or advise.
3.       In Note 5.a. you reflect the payment of $511.1 million of cash which
is part of the $748.5
         million of cash consideration to be paid to the Ranger shareholders.
Please revise to
         reflect the full amount of cash to be paid to the Ranger shareholders
in the Merger
         Transaction column.
        You may contact Sondra Snyder, Staff Accountant, at (202) 551-3332 or
Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Irene Barberena-Meissner, Staff Attorney, at (202) 551-6548 with
any other
questions



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Energy
& Transportation
cc:      Michael S. Telle