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June 13, 2024

Salman Khan
Chief Financial Officer
Marathon Digital Holdings, Inc.
101 NE Third Avenue, Suite 1200
Fort Lauderdale, FL 33301

Re: Marathon Digital
Holdings, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Form 10-K for the
Fiscal Year Ended December 31, 2022
Form 10-K for the
Fiscal Year Ended December 31, 2023
File No. 001-36555

Dear Salman Khan:

We have completed our review of your filings. 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.




Sincerely,


Division of Corporation Finance

Office of Technology
cc: Zabi Nowaid