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                             May 19, 2022

       J. Anthony Gallegos, Jr.
       Chief Executive Officer
       Independence Contract Drilling, Inc.
       20475 State Highway 249, Suite 300
       Houston, TX 77070

                                                        Re: Independence
Contract Drilling, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed May 16, 2022
                                                            File No. 333-264286

       Dear Mr. Gallegos:

             We have reviewed your amended registration statement 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 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.
Unless we note
       otherwise, our references to prior comments are to comments in our April
28, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-3

       General

   1.                                                   We note your revised
disclosure in response to prior comment 4 and reissue the
                                                        comment. Please revise
your disclosure to clarify whether the issuance of the 31,065,089
                                                        shares of common stock
being registered hereby is subject to shareholder approval in
                                                        accordance with Section
312.03 of the NYSE Listed Company Manual. In that regard, we
                                                        note that you have
filed a preliminary proxy statement seeking, in part, shareholder
                                                        approval for the
issuance of up to 64,045,085 shares of common stock upon conversion of
                                                        any Notes in accordance
with Section 312.03 of the NYSE Listed Company Manual (the
                                                        "Share Issuance
Proposal"). If applicable, please include risk factor disclosure discussing
 J. Anthony Gallegos, Jr.
Independence Contract Drilling, Inc.
May 19, 2022
Page 2
      relevant risks, including any consequences to investors in this offering
if the Share
      Issuance Proposal is not approved.
       You may contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Karina
Dorin, Staff
Attorney, at (202) 551-3763 with any questions.



                                                            Sincerely,
FirstName LastNameJ. Anthony Gallegos, Jr.
                                                            Division of
Corporation Finance
Comapany NameIndependence Contract Drilling, Inc.
                                                            Office of Energy &
Transportation
May 19, 2022 Page 2
cc:       David Buck, Esq.
FirstName LastName