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                              September 29, 2023

       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, 2022
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2023
                                                            File No. 001-36555

       Dear Salman Khan:

              We have reviewed your August 8, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
       July 12, 2023 letter.

       Form 10-K for the Fiscal Year ended December 31, 2022

       Notes to Consolidated Financial Statements
       Note 3 - Summary of Significant Accounting Policies
       Revenues from Contracts with Customers, page 69

   1.                                                   We note from your
response to prior comment 7 that 11% of total reported revenue for the
                                                        year ended December 31,
2021 was generated through F2 Pool. As previously requested,
                                                        please provide us with
a copy of the related written agreement of the terms and conditions
                                                        of this arrangement. If
the terms of service are publicly available, you may provide us
                                                        with the URL address,
but please ensure your response adequately considers any relevant
                                                        prior versions, if
applicable. In addition to the written terms and conditions agreement, if
                                                        the parties have
approved any other agreements that you considered when identifying the
                                                        contract with the
customer in accordance with ASC 606, please provide copies of any
 Salman Khan
Marathon Digital Holdings, Inc.
September 29, 2023
Page 2
         such written agreements or a description of any agreements that were
approved orally or
         in accordance with other customary business practices.
2.       You continue to indicate in your revised Participant policy in your
Form 10-Q for the
         quarterly period ended June 30, 2023 that the transaction
consideration the Company
         receives is entirely variable. Please revise to clarify your
disclosure. In this regard, we
         note from your response to prior comment 9 that you have the ability
to estimate the
         consideration earned on a daily basis based on your contributed hash
rate and other inputs
         for the PPS and FPPS pools and you have visibility as to when the pool
wins a block and
         your fractional share of the block and transaction fee is available on
a daily basis for the
         Braiins pool.
3.       We continue to evaluate your responses to prior comments regarding
your revenue
         recognition policy and may have further comments.
Form 10-Q for the Quarterly Period Ended June 30, 2023

Notes to Condensed Consolidated Financial Statements
Note 2 - Voluntary Change in Accounting Principle, page 7

4.       We note your disclosure of the impacts of the change in accounting
principle on the
         financial statements for the three ended March 31, 2022 and six months
ended June 30,
         2022. Please revise to also disclose the effect of the change in
accounting principle on the
         current period and any prior periods retrospectively adjusted, as well
as the cumulative
         effect of the change on accumulated deficit as of the earliest period
presented. Refer to
         ASC 250-10-50-1(b).
Note 4 - Property and Equipment, page 15

5.       We note from your disclosure on page 74 in the Form 10-K for the
fiscal year ended
         December 31, 2022 that you reduced the estimated useful life for the
asset group of
         mining rigs from 5 to 3 years, effective January 1, 2023. Please
revise to provide the
         disclosures required by ASC 250-10-50-4.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Digital Assets, page 32

6.     We note in response to prior comment 12 that you have determined that
the appropriate
FirstName LastNameSalman Khan
       classification for the proceeds from sale of digital assets is in
investing activities. Please
Comapany    NameMarathon
       revise your disclosureDigital Holdings,
                               indicating       Inc. of digital assets are
included within operating
                                          that sales
       activities.
September   29, 2023 Page 2
FirstName LastName
 Salman Khan
FirstName LastNameSalman    Khan
Marathon Digital Holdings, Inc.
Comapany 29,
September NameMarathon
              2023        Digital Holdings, Inc.
September
Page 3    29, 2023 Page 3
FirstName LastName
Legal Proceedings
Ho v. Marathon, page 47

7.       Consistent with your response to prior comment 13 and your disclosure
on page 28, please
         revise to indicate that the Court noted that a jury is more likely to
accept $150,000 as an
         appropriate damages amount if liability is found. In this regard, your
disclosure indicates
         the amount is $150.
       You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology
cc:      Jolie Kahn