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                             March 12, 2024

       James C. Flores
       Chairman and Chief Executive Officer
       Sable Offshore Corp.
       700 Milam Street, Suite 3300
       Houston, TX 77002

                                                        Re: Sable Offshore
Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed February 14,
2024
                                                            File No. 333-277072

       Dear James C. Flores:

              We have conducted a limited review of your 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.

       Form S-1 filed February 14, 2024

       Cover Page

   1.                                                   We note that you are
registering 7,187,500 shares of your common stock issued to certain
                                                        insiders. Disclose the
price that the selling securityholders paid for such shares of
                                                        common stock.
   2.                                                   Please revise as
necessary to reconcile your cover page disclosure that the warrants are
                                                        currently "in the
money" with your disclosure at pages 18 and 42 that there is no
                                                        guarantee that the
warrants will ever be "in the money."
 James C. Flores
FirstName  LastNameJames C. Flores
Sable Offshore Corp.
Comapany
March      NameSable Offshore Corp.
       12, 2024
March2 12, 2024 Page 2
Page
FirstName LastName
Risk Factors
Risks Related to the Business of the Company
Future sales (including pursuant to this Prospectus), or the perception of
future sales..., page 41

3.       Please revise your risk factor to disclose the purchase price of the
securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding. Also disclose that whether the current
trading price is
         above the SPAC IPO price as it is as of the date of this prospectus,
or even if it drops
         below the SPAC IPO price, the private investors have an incentive to
sell because they
         will still profit on sales because of the lower price that they
purchased their shares than the
         public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
82

4.       Please expand your discussion here and in your summary to reflect the
fact that this
         offering involves the potential sale of a substantial portion of
shares for resale and discuss
         how such sales could impact the market price of the company   s common
stock.
Liquidity and Capital Resources, page 87

5.       We note you disclose in a Form 8-K filed on February 14, 2024 that
following the Special
         Meeting, a PIPE investor that subscribed for $125,000,000 informed the
Company that it
         would not be able to fund that subscribed amount. You further state in
the Form 8-K that
         the Company secured additional PIPE investments to replace $53,000,000
of the amount
         previously committed by the PIPE investor and that you would continue
to seek additional
         investments to fund in connection with or shortly after the closing to
provide additional
         liquidity to the Company. In light of the significant number of
redemptions and the
         shortfall of the PIPE investment, expand your discussion of capital
resources to address
         any changes in the company's liquidity position since the business
combination. If the
         company is likely to have to seek additional capital, discuss the
effect of this offering on
         the company's ability to raise additional capital.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 James C. Flores
Sable Offshore Corp.
March 12, 2024
Page 3

       Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at
202-551-3314 with
any questions.



                                                       Sincerely,
FirstName LastNameJames C. Flores
                                                       Division of Corporation
Finance
Comapany NameSable Offshore Corp.
                                                       Office of Energy &
Transportation
March 12, 2024 Page 3
cc:       Ryan Maierson
FirstName LastName