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Amplify Energy Corp.

500 Dallas Street, Suite 1700

Houston, TX 77002

 

(713) 490-8900

October 9, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Natural Resources

100 F Street, N.E.

Washington, D.C. 20549-3561

 

Attention:

Irene Barberena-Meissner

 

Staff Attorney

 

          Re:

Amplify Energy Corp.

 

Registration Statement on Form S-3

 

Filed September 9, 2019

 

File No. 333-233677

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-3, File No. 333-233677, as amended (the “Registration Statement”), to 4:00 p.m., Eastern Time, on Friday, October 11, 2019, or as soon thereafter as practicable.

Please contact Brooks W. Antweil, of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3388, 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 & Land