SecProbe.io

January 15 , 2016
Mail Stop 3561

Via E -mail
Judd Merrill
Chief Financial Officer
1200 American Flat Road
Virginia City, NV 89440

Re: Comstock Mining Inc.
  Registration Statement on Form S-3
Filed  December 31, 20 15
  File No.  333-208824

Dear Mr. Merrill :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  our comment , 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 comment applies  to your facts and
circumstances or do not be lieve 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 this comment , we may have  additional comments.

Exhibits

1. Please file t he trust indenture or “form of indenture” prior to effectiveness under Item
601(b)(4) of Regulation S -K.  Please refer to Compliance and Disclosure Interpretations ,
Trust Indenture Act of 1939,  Interpretation 201.04, which can be found on our website,
for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Judd  Merrill
Comstock Mining Inc.
January 15 , 2016
Page 2

 Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

 Please contact Michael K illoy at (202) 551 -7576  or me at (202) 551 -3536  with any other
questions.

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director
Office of Beverages, Apparel
and Mining
cc: Clyde Tinnen, Esq.
 Withers Bergman LLP