United States securities and exchange commission logo





                             January 18, 2024

       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 September 30, 2023
                                                            File No. 001-36555

       Dear Salman Khan:

              We have reviewed your November 20, 2023 response to our comment
letter and have the
       following comments.

              Please respond to this letter 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 a
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our November 7, 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 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 September 30, 2023
       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of Operations, page 30

   2.                                                   We note the disclosure
of your share of available miner rewards in your press release
                                                        included on Form 8-K
submitted on November 8, 2023. In addition, we note your
 Salman Khan
Marathon Digital Holdings, Inc.
January 18, 2024
Page 2
      disclosure of the number of blocks won in your announcements of Bitcoin
production and
      mining operation updates starting for November 2023, in addition to
transaction fees as a
      percentage of total in your announcement for December 2023. Tell us what
consideration
      you gave to discussing and analyzing these metrics in your periodic
reports as statistical
      measure that enhance an understanding of your financial condition, cash
flows and other
      changes in financial condition and results of operations. Refer to Item
303(a) of
      Regulation S-K and SEC Release No. 33-10751.
3.    You indicate that the increase in revenues for the nine months ended
September 30, 2023
      as compared to the prior-year period was partially offset by a decrease
in revenue
      resulting from lower bitcoin prices in the current year period. Please
clarify this
      explanation in light of your disclosure that bitcoin prices have
generally been increasing
      during the current year period.
4.    We note your discussion of the changes in cost of revenues     energy,
hosting and other in
      the three and nine months ended September 30, 2023 compared to the prior
interim
      periods indicating that the changes were driven by the impact of bitcoin
production and
      production costs. The tables that follow appear to indicate that these
costs relate to
      production activity and unit costs, respectively. Please elaborate on
what these factors
      represent and clarify the underlying reasons for the changes in each
period.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 38

5.    Please revise to include an assessment of disclosure controls and
procedures as of
      September 30, 2023.
       Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Edwin Kim at 202-551-3297 or Larry Spirgel at 202-551-3815 with any
other questions.



                                                            Sincerely,
FirstName LastNameSalman Khan
                                                            Division of
Corporation Finance
Comapany NameMarathon Digital Holdings, Inc.
                                                            Office of
Technology
January 18, 2024 Page 2
cc:       Jolie Kahn
FirstName LastName