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. 2 to Form S-3
           Filed February 26, 2020
           File No. 333-228426

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. 2 to Registration Statement on Form S-3

Description of Capital Stock
Forum Selection, page 11

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
 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,
FirstName LastNameTodd A. Stevens
                                                             Division of
Corporation Finance
Comapany NameCalifornia Resources Corporation
                                                             Office of Energy &
Transportation
March 11, 2020 Page 2
cc:       Scott D. Rubinsky
FirstName LastName