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                            January 31, 2024

       Paul B. Prager
       Chief Executive Officer
       TeraWulf Inc.
       9 Federal Street
       Easton, Maryland 21601

                                                        Re: TeraWulf Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-3
                                                            Filed January 16,
2024
                                                            File No. 333-274788

       Dear Paul B. Prager:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our December 27,
2023 letter.

       Amendment No. 2 to Registration Statement on Form S-3

       Prospectus Summary
       Business Overview, page 4

   1.                                                   We note your response
to comment 2. Please further revise your breakeven analysis to
                                                        illustrate the impact
of hardware purchasing costs on your mining operations, among other
                                                        costs. In this regard,
we note from pages 12 and 21, respectively, of your Form 10-Q/A for
                                                        the quarter ended
September 30, 2023, that your miners generally have a useful life of
                                                        four years and that you
recognized $8.2 million of depreciation expense related to
                                                        property, plant and
equipment for the quarter. Given this expense and the fact that you
                                                        will have to replace
your miners every few years, it appears that the cost of purchasing
                                                        mining equipment is a
substantial expense that will impact the success of your mining
                                                        operations.
 Paul B. Prager
TeraWulf Inc.
January 31, 2024
Page 2

       Please contact Jessica Livingston at 202-551-3448 or David Lin at
202-551-3552 with
any questions.



FirstName LastNamePaul B. Prager                         Sincerely,
Comapany NameTeraWulf Inc.
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Corporation Finance
January 31, 2024 Page 2                                  Office of Crypto
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