April 17, 2019

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

       Re: Riot Blockchain, Inc.
           Registration Statement on Form S-3
           Filed March 14, 2019
           File No. 333-230290

Dear Mr. Chang:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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.

Response dated April 9, 2019

Risk Factors, page 10

1.     We note your disclosures in your recently filed Annual Report on Form
10-K for the year
       ended December 31, 2018 and your proposed revised disclosure for the
registration
       statement regarding your exclusive forum provision, and note that the
provision in your
       bylaws provide that a state or federal court located within the State of
New York shall be
       the sole and exclusive forum. Please revise your disclosures to
correspond to the
       jurisdiction referenced in your governing documents.
        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.
 Robby Chang
Riot Blockchain, Inc.
April 17, 2019
Page 2

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Dorrie Yale at 202-551-8776 or Suzanne Hayes at
202-551-3675 with any
other questions.



                                                           Sincerely,
FirstName LastNameRobby Chang
                                                           Division of
Corporation Finance
Comapany NameRiot Blockchain, Inc.
                                                           Office of Healthcare
& Insurance
April 17, 2019 Page 2
cc:       William R. Jackman, Esq. - Rogers Towers, P.A.
FirstName LastName