November 9, 2018

Marshall D. Smith
Chief Financial Officer
California Resources Corporation
27200 Tourney Road, Suite 315
Santa Clarita, California 91355

       Re: California Resources Corporation
           Form 10-K for Fiscal Year Ended December 31, 2017
           Filed February 27, 2018
           Form 10-Q for Fiscal Quarter Ended September 30, 2018
           Filed November 1, 2018
           File No. 001-36478

Dear Mr. Smith:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2017

Properties
Our Reserves
Proved Undeveloped Reserves, page 32

1.    Provide us, as supplemental information, the following:

          An aging, by year initially booked, of your proved undeveloped
reserves as of
          December 31, 2017 and December 31, 2016;
          A schedule showing, by year, the locations, volumes and capital
expenditures
          associated with the development plans underlying your disclosed
proved undeveloped
 Marshall D. Smith
California Resources Corporation
November 9, 2018
Page 2
             reserves as of December 31, 2017 and December 31, 2016; and,
             A schedule which reconciles, as of December 31, 2017 and December
31, 2016, total
             planned capital expenditures associated with converting your
proved undeveloped
             reserves to total future development costs per the standardized
measure of discounted
             future net cash flows appearing on page 119 of your filing.

Form 10-Q for Fiscal Quarter Ended September 30, 2018

Notes to Consolidated Financial Statements
Note 6 - Joint Ventures
Non-controlling Interests, page 12

2.       Tell us and disclose in more detail how you determined that the Class
A common interests
         and Class B preferred interests held by ECR Corporate Holdings L.P.
should be classified
         as redeemable non-controlling interest in mezzanine equity on your
balance sheet. In
         addition, include the redemption amount on the balance sheet, as
outlined in the disclosure
         requirements in Rule 5-02(27) of Regulation S-X. As part of your
response, please cite
         relevant authoritative accounting guidance which supports the basis
for your conclusions
         and the measurement of the carrying value of the non-controlling
interests.
Note 7 - Acquisitions and Divestitures
Acquisitions, page 13

3.       With respect to the Elk Hills transaction, please provide disclosures,
as applicable, in
         accordance with FASB ASC 805-10-50-2(h).
       In closing, 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.

       You may contact Jeannette Wong, Staff Accountant, at (202) 551-2137 or
Kimberly
Calder, Assistant Chief Accountant, at (202) 551-3701 if you have questions
regarding
comments on the financial statements and related matters. You may contact Brad
Skinner,
Senior Assistant Chief Accountant, at (202) 551-3489 if you have questions
regarding
engineering comments, or any other matters.



FirstName LastNameMarshall D. Smith                             Sincerely,
Comapany NameCalifornia Resources Corporation
                                                                Division of
Corporation Finance
November 9, 2018 Page 2                                         Office of
Natural Resources
FirstName LastName