TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo January 17, 2023 David Rockecharlie Chief Executive Officer and Director Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 Re: Crescent Energy Company Registration Statement on Form S-3 Filed January 6, 2023 File No. 333-269152 Dear David Rockecharlie: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Jackson A. O'Maley, Esq.