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September 20, 2017
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Attention: | H. Roger Schwall |
| Assistant Director |
| Re: | Amplify Energy Corp. |
| Registration Statement on Form S-1 |
| File No. 333-219375 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Amplify Energy Corp., a Delaware corporation (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-219375, as amended (the “Registration Statement”), to 4:00 p.m., Eastern Time, on Friday, September 22, 2017, or as soon thereafter as practicable.
Please contact Matthew R. Pacey, P.C., of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3786, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Sincerely, | ||
| AMPLIFY ENERGY CORP. | ||
| By: | /s/ Robert L. Stillwell, Jr. | |
| Name: | Robert L. Stillwell, Jr. | |
| Title: | Senior Vice President and Chief Financial Officer | |