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Quantum
Computing Inc.

215
Depot Court SE, Suite 215

Leesburg,
VA 20175

June
26, 2023

Becky
Chow

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Quantum
    Computing Inc.

    Form10-K
                                            filed on March 30, 2023

    Form
    8-K/A filed on September 02, 2022

    File
    No. 001-40615

Dear
Ms. Chow:

By
letter dated June 12, 2023, the staff (the “Staff,” “you” or “your”) of the
U.S. Securities & Exchange Commission (the “Commission”) provided Quantum Computing Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Form 10-K filed
March 30, 2023 and the Company’s Form 8-K/A filed September 02, 2022. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s
responses.

Form
10-K filed on March 30, 2023

Notes
to Consolidated Financial Statements

Merger
with QPhoton, Inc., page F-12

1. We
                                            note you completed your merger with QPhoton, Inc. in 2022. Please revise your disclosures
                                            to provide the following information if the merger was accounted for as a business combination
                                            under FASB Accounting Standards Codification Topic 805. Otherwise, please disclose the accounting
                                            method you used for the merger with QPhoton, Inc.

 ● Provide
                                            a purchase price allocation table;

 ● Provide
                                            how you valued the specific assets and liabilities acquired;

 ● Describe
                                            how you valued the stocks and warrants issued as the merger consideration;

 ● Explain
                                            to us how you determined the fair values of the intangible assets you acquired and separately
                                            identify the amount of goodwill acquired; and

 ● Please
                                            tell us your consideration of the disclosure guidance in ASC 805-10-50. If disclosure of
                                            any of the information is impracticable, you should disclose that fact and explain why the
                                            disclosures are impracticable.

Response: In response to the Staff’s
comment, in consideration of the disclosure guidance in ASC 805-10-50, we have amended our disclosure, on Amendment No. 2 to our Annual
Report on Form 10-K, to: (i) clearly indicate that our merger with QPhoton, Inc. in 2022 (the “Merger”) was accounted for
as a business combination under FASB Accounting Standards Codification Topic 805; (ii) include a purchase price allocation table in connection
with the Merger; (iii) describe how we valued the specific assets and liabilities acquired in the Merger; (iv) describe how we valued
the stocks and warrants issued as the merger consideration; and (v) explain how we determined the fair values of the intangible assets
we acquired and separately identify the amount of goodwill acquired. We have considered the disclosure guidance in ASC 805-10-50 and determined
that none of the information is impracticable for disclosure. We now believe that our disclosure is in compliance with all the requirements
of ASC 805-10-50.

Form
8-K/A filed on September 02, 2022

Exhibit
99.3 – Unaudited Pro Forma Combined Financial Information, page F-7

2. Under
                                            ASC 805, the purchase price should be allocated to specific identifiable tangible and intangible
                                            assets and liabilities based on their values. If the accounting is preliminary/provisional,
                                            significant liabilities and tangible and intangible assets likely to be recognized should
                                            be identified and uncertainties regarding the effects of amortization periods assigned to
                                            the asset should be highlighted. In this regard, please explain why your pro forma financial
                                            information does not give effect to the acquisition accounting of the acquisition of QPhoton.

Response: In response to the Staff’s
comment, we have amended our disclosure of the Unaudited Pro Forma Combined Financial Statements of Quantum Computing Inc. as of March
31, 2022 and for the year ended December 31,2021, on Amendment No. 2 to our Current Report on Form 8-K, to include the acquisition accounting
adjustments as of June 16, 2022.

3. We
                                            noted you only provided a table of the total estimated preliminary purchase consideration;
                                            however, under ASC 805, the notes to the pro forma balance sheet should include a disclosure
                                            of the date at which the stock price was determined and a sensitivity analysis for the range
                                            of possible outcomes based upon percentage increases and decreases in the recent stock price.
                                            The appropriate percentages should be reasonable in light of acquirer’s volatility.
                                            Please advise.

Response: In response to the Staff’s
comment, we have amended our disclosure of the Unaudited Pro Forma Combined Financial Information, on Amendment No. 2 to our Current Report
on Form 8-K, to disclose the date at which the stock price was determined. We did not perform, and were not required to perform, a sensitivity
analysis and thus no such disclosure is or was included.

Thank
you for your assistance in reviewing this filing.

Very
Truly Yours,

Christopher
Roberts

Principal
Financial Officer and Principal Accounting Officer

Quantum
Computing Inc.

215
Depot Court SE, Suite 215

Leesburg,
VA 2017