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 May 5, 2025

Matthew McGahan
Chief Executive Officer
Lottery.com Inc.
5049 Edwards Ranch Road, 4th Floor
Fort Worth, Texas 76109

 Re: Lottery.com Inc.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed April 25, 2025
 File No. 333-286503
Dear Matthew McGahan:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe 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 letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-1
Plan of Distribution, page 79

1. You disclose here that "[t]he Selling Shareholders and any underwriters,
broker-
 dealers or agents that participate in the sale of the shares of Common
Stock or
 interests therein may be underwriters within the meaning of
Section 2(11) of the
 Securities Act." Please revise here to state the equity line investor,
Generating Alpha
 Ltd., is an underwriter. You should also identify the equity line
investor as a selling
 shareholder throughout the prospectus.
General

2. Please revise to disclose the material risks of an investment in the
company and in the
 offering, including:
 May 5, 2025
Page 2

 the dilutive effect of the formula or pricing mechanism on the
company s share
 price;
 the possibility that the company may not have access to the full
amount available
 to it under the equity line; and
 whether the equity line investor can engage in short-selling
activities and, if so,
 how any sales activities after announcement of a put may negatively
affect the
 company s share price.
3. Please revise to disclose the material market activities of the equity
line investor,
 including:

 any short selling of the company s securities or other hedging
activities that the
 equity line investor may or has engaged in, including prior to
entering into the
 agreement and prior to the receipt of any shares pursuant to the
terms of the
 agreement; and
 how the equity line investor intends to distribute the securities
it owns or will
 acquire.
4. Please revise to disclose how the provisions of Regulation M may
prohibit the equity
 line investor and any other distribution participants that are
participating in the
 distribution of the company s securities from:

 engaging in market making activities (e.g., placing bids or making
purchases
 to stabilize the price of the common stock) while the equity line is
in effect; and
 purchasing shares in the open market while the equity line is in
effect.

 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Mitchell Austin at 202-551-3574 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: M. Richard Cutler
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