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                 January 27, 2022

       Stefanie Fleischmann
       General Counsel
       TeraWulf Inc.
       9 Federal Street
       Easton, Maryland 21601

                                                        Re: TeraWulf Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed January 19,
2022
                                                            File No. 333-262226

       Dear Ms. Fleischmann:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.

             Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456
or Jan Woo, Legal
       Branch Chief, at (202) 551-3453 with any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              David S. Huntington