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                            September 9, 2021

       Eric T. Greager
       Chief Executive Officer
       Bonanza Creek Energy, Inc.
       410 17th Street, Suite 1400
       Denver, CO 80202

                                                        Re: Bonanza Creek
Energy, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed August 27,
2021
                                                            File No. 333-257882

       Dear Mr. Greager:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-4 filed August 27,
2021

       Note 6. Crestone Peak Preliminary Acquisition Accounting and Pro Forma
Adjustments
       Crestone Peak Pro Forma Adjustments, page 261

   1.                                                   We note your response
to comment 2. Please further explain why you believe capitalizing
                                                        interest incurred on
the $250 million Bonanza Creek credit facility that will be used to
                                                        payoff the amount
outstanding on the Crestone Peak credit facility as of June 30, 2021 is
                                                        appropriate. Please
also provide reference to the technical guidance that supports your
                                                        accounting and
presentation in the pro forma financial statements.
 Eric T. Greager
Bonanza Creek Energy, Inc.
September 9, 2021
Page 2
2.       We note you decreased the fair value of proved and unproved properties
in the
         preliminary purchase price allocations found on pages 255 and 260 of
the pro forma
         financial statements. However, it appears that the remaining asset and
liability balances
         are unchanged from the balances recorded in the historical balance
sheets of Extraction
         and Crestone Peak as of June 30, 2021. Please address the following
points:

                Explain in reasonable detail, the additional information
identified and analysis
              performed, including assumptions used, that supports the
reductions to the fair value
              of the proved and unproved properties of Extraction and Crestone
Peak since your
              last amendment.
                Tell us why you have not adjusted the fair values of other
assets and liabilities in the
              fair value allocation, including the derivative assets and
liability balances.
                Explain why you believe no goodwill or gain from a bargain
purchase should be
              recorded related to these acquisitions.

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Myra Moosariparambil at (202) 551-3796 or Craig Arakawa
at (202)
551-3650 if you have questions regarding comments on the financial statements
and related
matters. Please contact Irene Barberena-Meissner at (202) 551-6548 or Lauren
Nguyen at (202)
551-3642 with any other questions.



FirstName LastNameEric T. Greager                               Sincerely,
Comapany NameBonanza Creek Energy, Inc.
                                                                Division of
Corporation Finance
September 9, 2021 Page 2                                        Office of
Energy & Transportation
FirstName LastName