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TERAWULF INC.

9 Federal Street

Easton, Maryland 21601

January 16, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Office of Crypto Assets

 Re: TeraWulf Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed December 1, 2023

File No. 333-274788

Ladies and Gentlemen:

On behalf of TeraWulf Inc. (the “Company”),
I am pleased to submit this letter in response to the written comments of the Staff of the U.S. Securities and Exchange Commission (the
“Commission”) received on December 27, 2023 (the “Comment Letter”) to the above-referenced Amendment
No. 1 to Registration Statement on Form S-3 filed with the Commission by the Company on December 1, 2023 (the “Registration Statement”).
The Company has also revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this
letter, has filed with the Commission an amendment to the Registration Statement, which reflects these revisions (“Amendment
No. 2”).

To assist your review, set forth below in bold
are the comments of the Staff contained in the Comment Letter. Immediately below each reproduced comment is the response of the Company
with respect thereto or a statement identifying the location in Amendment No. 2 of the requested disclosure or revised disclosure. Capitalized
terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-3

Prospectus Summary

Business Overview, page 4

1. Refer to comment 2 and your revised disclosures on pages 5 - 6. We restate the comment in part. Please further revise to address the
following points:

 · You disclose that your miners at the Lake Mariner Facility are "primarily comprised of Bitmain Antminer S19 series" miners.
Please comprehensively describe the types of miners you own at this facility and quantify each respective type (e.g., number of Bitmain
Antminer S19 series, etc.); and

 · Disclose the average downtime due to scheduled maintenance and non-scheduled maintenance of miners at the Nautilus Cryptomine Facility.

In response to the Staff’s comment, the Company has revised its
disclosures under “Business Overview” on pages 5 through 6.

 2. Refer to comment 3 and your breakeven analysis on pages 7 - 8 describing the average cost of mining each bitcoin at the Lake Mariner
Facility. We partially reissue the comment. Please revise to provide a comprehensive breakeven analysis, taking into account not only
your operations at the Lake Mariner Facility, but also the Nautilus Cryptomine Facility, or advise otherwise. Additionally, please revise
to clarify whether, and if so how, the cost of purchasing mining equipment factors into your analysis. Furthermore, clarify whether you
finance the purchase of mining equipment and, if so, reflect financing costs in your analysis.

In response to the Staff’s comment, the Company has revised its
disclosures under “Business Overview” on pages 7 through 9.

Please contact me at (646) 243-1873 if I can further
assist your review of the Amendment No. 2.

    Very truly yours,

    TERAWULF INC.

    By:

    /s/ Stefanie Fleischmann

    Name:
    Stefanie Fleischmann

    Title:
    Chief Legal Officer

cc:   Lynwood E. Reinhardt, Reed Smith LLP

Anthony J. Marsico, Reed Smith LLP

Michael S. Lee, Reed Smith LLP