Amplify Energy Corp.
500 Dallas Street, Suite 1700
Houston, Texas 77002
(713) 490-8900
April 7, 2021
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
| Re: | Amplify Energy Corp. |
Registration Statement on Form S-3
File No. 333-254149
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Amplify Energy Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby requests acceleration of the effective date of its Registration Statement on Form S-3, File No. 333-254149, as amended (the “Registration Statement”), to 5:00 p.m., Eastern Time, on April 9, 2021, or as soon thereafter as practicable.
Please contact Matthew R. Pacey, P.C. of Kirkland & Ellis LLP 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/ Eric M. Willis | |
| Name: | Eric M. Willis | |
| Title: | Senior Vice President, General Counsel and Land | |
| cc: | Matthew R. Pacey, P.C., Kirkland & Ellis LLP |
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