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                              April 17, 2024

       Christopher Boehmler
       Chief Financial Officer
       Quantum Computing Inc.
       215 Depot Court SE, Suite 215
       Leesburg, VA 20175

                                                        Re: Quantum Computing
Inc.
                                                            Form 10-K filed on
April 01, 2024
                                                            File No. 001-40615

       Dear Christopher Boehmler:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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.

       Form 10-K filed on April 01, 2024

       Consolidated Statement of Operations, page F-4

   1.                                                   It appears that cost of
revenue is being presented exclusive of depreciation and
                                                        amortization while you
are presenting a gross profit on the face of your Consolidated
                                                        Statement of
Operations. If an amount of the depreciation and amortization should be
                                                        allocated to cost of
revenue and is material, please revise to include such amounts in the
                                                        cost of revenue
section. Alternatively, if you elect to exclude amortization and
                                                        depreciation from cost
of revenues, you must also remove the measures of gross profit and
                                                        relabel the cost of
revenue line item to indicate that it excludes depreciation and
                                                        amortization. Refer to
SAB topic 11.B.
       Notes to Consolidated Financial Statements
       Note 1- Nature of the Organization and Business, page F-8

   2.                                                   Please disclose your
software development costs capitalization policy for internal-use and
                                                        external-use software
in your future filings. Refer to ASC 350-40-15-2 to 15-5 and 985-
                                                        20. In addition, if
some or all of the software cost are within the scope of ASC 985-20, the
 Christopher Boehmler
FirstName   LastNameChristopher Boehmler
Quantum Computing     Inc.
Comapany
April       NameQuantum Computing Inc.
       17, 2024
April 217, 2024 Page 2
Page
FirstName LastName
         amortization expense of capitalized software costs shall be charged to
cost of sales.
Net Loss Per Share, page F-11

3.       Please provide the disclosures required by ASC 260-10-50 for the
computation of basic
         and diluted loss per share for each period presented. The disclosures
are to include the
         number of shares, by type of potentially dilutive security, that could
potentially dilute
         earnings per share in the future but that were not included in the
computation of diluted
         loss per share because to do so would have been anti-dilutive for the
periods presented. It
         appears you include potential anti-dilutive shares in your diluted
loss per share
         calculation. Refer to ASC 260-10-45-18. In addition, the warrants that
have an exercisable
         at $0.0001 (i.e., Issuance date June 16, 2022) should be accounted for
in accordance with
         ASC 260-10-45-13.
4.       Please clarify how you calculated the weighted-average number of
common shares
         outstanding. Refer to ASC 260-10-45-10. It appears that you are using
the ending balance
         instead of an weighted-average number. If true, please tell us whether
a restated amount is
         material to your financial statements and an amendment is necessary.
If the correction is
         not material, please revise in future filings.
Note 12 - Operating Leases , page F-21

5.       You disclose that your leases do not provide an implicit rate and you
use an estimated
         incremental borrowing rate based on the information available at the
lease commencement
         date in determining the present value of lease payments. Please revise
in future disclosures
         to clarify whether the rates implicit in your leases are not readily
determinable and if that
         is the basis for using your incremental borrowing rate as the discount
rate for your leases.
         Refer to    Rate Implicit in the Lease    defined in ASC 842-20-20. In
addition, please
         provide the disclosures outlined in ASC 842-20-50 in future filings.
Note 9 - Capital Stock:
Warrants, page F-21

6.       We note your disclosed:    [i]n connection with the QPhoton merger on
June 16, 2022, the
         Company issued warrants to purchase 6,325,503 shares of the Company
s common
         stock.    Meanwhile, on page F-12, you also disclosed:     [t]he total
shares of Company
         Common Stock offered for QPhoton was 36,600,82, which   all 7,028,337
warrants to
         purchase Common Stock are eventually exercised.    In this regard,
please clarify how
         many warrants you have issued in connection with the QPhoton merger on
June 16, 2022.
       In closing, 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.

       Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488 with
any questions.
 Christopher Boehmler
Quantum Computing Inc.
April 17, 2024
Page 3




FirstName LastNameChristopher Boehmler   Sincerely,
Comapany NameQuantum Computing Inc.
                                         Division of Corporation Finance
April 17, 2024 Page 3                    Office of Technology
FirstName LastName