April 13, 2018

Robby Chang
Chief Financial Officer
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104

       Re: Riot Blockchain, Inc.
           Current Report on Form 8-K filed October 4, 2017
           Response dated March 26, 2018
           File No. 001-33675

Dear Mr. Chang:

       We have reviewed your filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Response dated March 26, 2018

General

1.     We note your response to prior comment 3. It appears from your response
that you
       consider your digital assets (including bitcoin, bitcoin cash and
litecoin) to be intangible
       assets but that you do not believe the existing accounting model for
intangible assets best
       reflects the economics of these unique assets. We do not believe you
have provided a
       sufficient basis to justify a departure from the required accounting
treatment for intangible
       assets under ASC 350. Please advise.
2.     We note your response to prior comment 2. Your response focuses on
whether you meet
       the definition of an investment company under Section 3 of the
Investment Company Act
       of 1940 ("40 Act"). Notwithstanding your determination of your 40 Act
status, please
       provide specific responses to each bullet of prior comment 2 and any
additional
 Robby Chang
Riot Blockchain, Inc.
April 13, 2018
Page 2
      information necessary to understand your conclusion that you are not an
investment
      company for U.S. GAAP purposes under ASC 946.
3.    The Company's responses 2 and 4 state that the Company is exempted from
the section
      3(a)(1)(C) definition because the Company is primarily engaged, directly
or through a
      wholly-owned subsidiary or subsidiaries, in a business or business other
than that of
      investing, reinvesting, owning, holding, or trading in securities
pursuant to section 3(b)(1)
      exemption. In your response, please provide us with additional sufficient
detail to assess
      your analysis of the exemption. Please include in your response
additional sufficient
      detail on the Tonopah Mining Company of Nevada (26 S.E.C. 426 (1947))
factors you
      noted in your response. Please note that we are continuing to evaluate
your responses, and
      may have additional comments.
        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.

      You may contact Angela Connell at 202-551-3426 if you have questions
regarding
comments on the financial statements and related matters. Please contact Dorrie
Yale at 202-
551-8776 or Joe McCann at 202-551-6262 with any other questions.


FirstName LastNameRobby Chang
                                                            Division of
Corporation Finance
Comapany NameRiot Blockchain, Inc.
                                                            Office of
Healthcare & Insurance
June 16, 2017 Page 2
cc: Harvey Kesner, Esq.
FirstName LastName