SecProbe.io

CORRESP
 1
 filename1.htm

 Hyperscale Data, Inc.
11411 Southern Highlands Parkway, Suite 190
Las Vegas, Nevada 89141

 August 26 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Cheryl Brown

 Division of Corporation Finance

 Re: Hyperscale Data, Inc.
 Registration Statement on Form S-3 (File No. 333-288778)

 Ladies and Gentlemen:

 Hyperscale Data, Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:30 p.m.,
Eastern time, on Thursday, August 28, 2025, or as soon as possible thereafter.

 Please advise the undersigned
of the effectiveness of the Registration Statement.

 Very truly yours,

 HYPERSCALE DATA, INC.

 By:

 /s/ Henry Nisser

 Henry Nisser

 President and General Counsel

 cc: Kenneth Schlesinger, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 1, 2025

William B. Horne
Chief Executive Officer
Hyperscale Data, Inc.
11411 Southern Highlands Parkway, Suite 190
Las Vegas, NV 89141

 Re: Hyperscale Data, Inc.
 Registration Statement on Form S-3
 Filed July 18, 2025
 File No. 333-288778
Dear William B. Horne:

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

 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.

Registration Statement on Form S-3
General

1. It appears that the aggregate market value of your common equity held by
non-
 affiliates during the 60 days prior to July 18, 2025 did not exceed the
$75 million
 threshold that General Instruction I.B.1 of Form S-3 specifies. Please
provide us with
 your analysis demonstrating your ability to use Form S-3 pursuant to
General
 Instruction I.B.1, or if you are relying on General Instruction I.B.6
for Form S- 3
 eligibility, include the information required pursuant to Instruction 7
to General
 Instruction I.B.6. Alternatively, please amend your registration
statement on an
 appropriate form.
 August 1, 2025
Page 2

 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 Cheryl Brown at 202-551-3905 or Daniel Morris at
202-551-3314 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Kenneth Schlesinger, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 HYPERSCALE DATA, INC.

 11411 Southern Highlands Parkway, Suite 240

 Las Vegas, NV 89141

 August 1, 2025

 VIA EDGAR AND ELECTRONIC MAIL

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, DC 20549

 Attn: Cheryl Brown & Daniel Morris

 Re: Hyperscale Data, Inc.

 Registration Statement on Form S-3

 Filed July 18, 2025

 File No. 333-288778

 Dear Ms. Brown and Mr. Morris:

 Hyperscale Data, Inc. (the " Company ")
hereby submits a response to comments made by the staff (the " Staff ") of the Securities and Exchange Commission (the
" Commission ") in its letter dated August 1, 2025 (the " Comment Letter ") relating to the Registration
Statement on Form S-3 (the " Registration Statement ") referenced above.

 The Company's response is numbered to correspond
to the Staff's comment. For your convenience, the Staff's comment contained in the Comment Letter has been restated below
in its entirety, with the Company's response set forth immediately beneath the comment.

 Registration Statement on Form S-3

 General

 Comment No. 1 . It appears that the aggregate
market value of your common equity held by nonaffiliates during the 60 days prior to July 18, 2025 did not exceed the $75 million threshold
that General Instruction I.B.1 of Form S-3 specifies. Please provide us with your analysis demonstrating your ability to use Form S-3
pursuant to General Instruction I.B.1, or if you are relying on General Instruction I.B.6 for Form S- 3 eligibility, include the information
required pursuant to Instruction 7 to General Instruction I.B.6. Alternatively, please amend your registration statement on an appropriate
form.

 Response No. 1 :

 The Company respectfully advises the Staff that
the Registration Statement was filed pursuant to General Instruction I.B.1 of Form S-3. Further, the Company respectfully advises the
Staff that the aggregate market value of the outstanding voting and non-voting shares of the Company's class A common stock, par
value $0.001 per share (the " Common Stock "), held by non-affiliates (the " Public Float ") during
the sixty (60) days prior to July 18, 2025 exceeded the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies, making
the Company eligible to use Form S-3 pursuant to such General Instruction I.B.1.

 In particular, as disclosed in the Company's
Current Report on Form 8-K, filed with the Commission on July 16, 2025, the Company had 19,314,883 shares of Common Stock outstanding
as of July 15, 2025. As of July 15, 2025, affiliates of the Company, consisting solely of executive officers and directors of the Company,
held 9,851 shares of Common Stock. For the avoidance of doubt, to the Company's knowledge, no stockholders hold 10% or more of the outstanding
Common Stock. In accordance with Securities Act Forms Compliance and Disclosure Interpretation 116.06, the Company selected June 9, 2025,
such date being 39 days prior to July 18, 2025 (the date of filing of the Registration Statement), as the date for determining the price
of the Common Stock for calculating the Public Float. On that date, the Common Stock closed on the NYSE American at a price of $4.82.
Accordingly, the Company calculated its Public Float as follows:

 Common Stock Outstanding (July 15, 2025)
 19,314,883

 Common Stock Outstanding and Beneficially Owned by Affiliates (July 15, 2025)
 9,851

 Common Stock Outstanding Held by Non-Affiliates (July 15, 2025)
 19,305,032

 Common Stock Closing Price (June 9, 2025)
 $ 4.82

 Public Float
 $ 93,050,254

 As such, the Company's
Public Float was $93,050,254 as of the applicable calculation date of July 15, 2025, a date within 60 days of the filing of the Registration
Statement, making the Company eligible to use Form S-3 pursuant to General Instruction I.B.1 of Form S-3.

 * * *

 Should you have any questions regarding the foregoing,
please do not hesitate to contact the undersigned at (949) 444-5464 or our President & General Counsel, Henry Nisser, at (646) 650-5044
or Henry@ault.com.

 Very truly yours,

 /s/ William B. Horne

 William B. Horne
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 HYPERSCALE DATA, INC.
11411 Southern Highlands Parkway, Suite 190

 Las Vegas, Nevada 89141

 June 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Bradley Ecker and Geoffrey Kruczek

 Re: Hyperscale Data, Inc.
 Registration Statement on Form S-1/A (File No. 333-286788)

 Ladies and Gentlemen:

 Hyperscale Data, Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:30 p.m.,
Eastern time, on Friday, June 13, 2025, or as soon as possible thereafter.

 We request that we be notified
of such effectiveness by a telephone call or e-mail to Kenneth Schlesinger, our outside counsel, at (212) 451-2252 or KSchlesinger@olshanlaw.com.

 Very truly yours,

 HYPERSCALE DATA, INC.

 By:

 /s/ William B. Horne

 William B. Horne

 Chief Executive Officer

 cc:
 Kenneth Schlesinger, Esq.

 Spencer G. Feldman, Esq.

CORRESP
 1
 filename1.htm

 June 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Bradley Ecker and Geoffrey Kruczek

 Re: Hyperscale Data, Inc.
Registration Statement on Form S-1
Filed April 28, 2025
File No. 333-286788

 Dear Mr. Ecker and Mr. Kruczek:

 On behalf of Hyperscale Data,
Inc. (the "Company"), this letter responds to comments provided by the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") regarding the above referenced registration statement on Form S-1 filed on April
28, 2025 by the Company (the "Registration Statement"). The Company respectfully submits the following responses with respect
to each comment contained in the Staff's May 5, 2025 letter and is being filed in conjunction with Amendment No. 1 to the Registration
Statement (the "Amended S-1"). For your convenience, each of the Staff's comments is set forth in italic type immediately
before the corresponding response by the Company.

 Since the Registration Statement
was filed on April 28, 2025, the trading price of the Company's Class A Common Stock, par value $0.001 per share ("Common
Stock") has significantly increased. As of May 30, 2025, the closing price of the Common Stock increased approximately 355% since
April 28, 2025. As described in greater detail in this letter, the conversion price of most of the convertible notes subject to the Registration
Statement are based on the volume and trading price of the Common Stock.

 The Company previously determined
to register up to 29,331,683 shares of Common Stock for resale pursuant to the Registration Statement, which was based on a conversion
price at the floor price for the various convertible notes described in greater detail in this letter. Given the significant increase
in the trading price of the Common Stock, the Company has determined to reduce the number of shares of Common Stock to be registered for
resale pursuant to the Amended S-1, in an effort to reflect the recent trading price of the Common Stock.

 The Company has determined
to register 3,264,155 shares of Common Stock for resale underlying a 15% Convertible Note in the principal amount of $4,909,411 (the "SJC
Convertible Note") under the Amended S-1, which the Company attempted to register under a prior registration statement on Form S-1
(File No. 333-286740). The Company believes that it is appropriate to include such shares of Common Stock in the Amended S-1 because,
as described in Factor 1 of the analysis below, a significant portion of the indebtedness was incurred in January 2025 and it has now
been over two months since the SJC Convertible Note was issued.

 June 5, 2025

 Page 2

 As a result of these changes,
the Company has reduced the aggregate number of shares of Common Stock to be registered for resale from up to 29,331,683 shares of Common
Stock to up to 10,881,178 shares of Common Stock (the "Shares").

 Registration Statement on Form S-1 filed April 28, 2025

 General

 1. Given the nature of your offering, including the size of the transactions relative to the number of outstanding
shares held by non-affiliates, it appears that the transaction may be an indirect primary offering on behalf of the registrant. Please
provide us with a detailed legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary
offering under Securities Act Rule 415(a)(1)(i). For guidance, please consider Question 612.09 of our Securities Act Rules Compliance
and Disclosure Interpretations.

 Response:

 In an effort to assist registrants
in determining whether an offering by selling stockholders should be characterized as a secondary offering that is eligible to be made
on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations
("C&DI 612.09"). C&DI 612.09 provides that "[t]he question of whether an offering styled a secondary one is
really on behalf of the issuer is a difficult factual one, not merely a question of who receives proceeds" and that consideration
be given to the following factors:

 · how long the selling stockholders have held the shares;

 · the circumstances under which the selling stockholders have received the shares;

 · the relationship of the selling stockholders to the issuer;

 · the number of shares being sold;

 · whether the selling stockholders are in the business of underwriting securities; and

 · whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

 For the reasons set forth
below, the Company respectfully submits that the registration and offering from time to time (the "Offering") of up to an
aggregate of 10,881,178 Shares upon the conversion of the Company's (i) amended and restated convertible promissory note in the
amount of $3,500,000 (the "Esousa Convertible Note"), (ii) convertible promissory note in the amount of $4,193,315 (the "Orchid
Exchange Note"), (iii) SJC Convertible Note, (iv) convertible promissory note in the amount of $1,650,000 (the "Orchid Convertible
Note"), (v) convertible promissory note in the amount of $110,000 (the "Jorico Convertible Note"), (vi) convertible
promissory note in the amount of $3,750,000 (the "Target Capital Convertible Note") and (vii) convertible promissory note
in the amount of $1,250,000 (the "Secure Net Capital Convertible Note," and together with the Esousa Convertible Note, Orchid
Exchange Note, SJC Convertible Note, Orchid Convertible Note, Jorico Convertible Note and Target Capital Convertible, collectively, the
"Convertible Notes") in the Amended S-1 is not, and should not be considered, a primary offering of the Shares to the public.

 Each of the Convertible Note
holders are independent of each other and none of the Convertible Note holders acted in concert. The Amended S-1 includes the resale of
the Shares by six selling stockholders stemming from seven separate transactions. Based on the background and analysis described in this
response, we respectfully submit that the Offering should be considered a secondary offering under Rule 415(a)(1)(i) of the Securities
Act.

 June 5, 2025

 Page 3

 Background

 Esousa Convertible Note

 On February 25, 2025, through
a bona fide private placement, the Company issued to Esousa Group Holdings, LLC ("Esousa") the Esousa Convertible Note, consisting
of (i) the amount then due under a forbearance note in the amount of $887,985, (ii) a forbearance extension fee of $311,917 and (iii)
a true-up amount of $2,300,098. The Esousa Convertible Note is convertible into shares of Common Stock at a conversion
price equal to $2.00 per share. As a result, the Company is required to issue up to an aggregate of 1,750,000 shares of
Common Stock upon conversion of the Esousa Convertible Note, plus such number of shares of Common Stock issuable upon conversion of accrued
but unpaid interest, to Esousa in connection with the conversion of the Esousa Convertible Note. On June 3, 2025, the Esousa Convertible
Note was amended to extend the maturity date from May 15, 2025 to June 30, 2025; on such date, based on a conversion price of $2.00 per
share, the Esousa Convertible Note will be convertible into 1,818,178 shares of Common Stock.

 Orchid Exchange Note

 On March 14, 2025, through
a bona fide private placement, the Company issued to Orchid Finance LLC ("Orchid") the Orchid Exchange Note in exchange for
Orchid's surrender to the Company of three outstanding notes previously issued to it by the Company. The indebtedness with respect
to the three outstanding notes were originally incurred in April and May 2024. The Orchid Exchange Note is convertible into shares of
Common Stock at a conversion price equal to the greater of (i) $0.40 per share (the "Floor Price"), and (ii) the lesser of
75% of the VWAP (as defined in the Orchid Exchange Note) of the Common Stock during the five trading days immediately prior to (A) March
14, 2025 or (B) the date of conversion into shares of Common Stock. As a result, the Company is required to issue up to an aggregate of
2,015,702 shares of Common Stock upon conversion of the Orchid Exchange Note (assuming conversion at a conversion price of 75% of the
VWAP of the Common Stock during the five trading days immediately prior to March 14, 2025), plus such number of shares of Common Stock
issuable upon conversion of accrued but unpaid interest, to Orchid in connection with the conversion of the Orchid Exchange Note. The
Orchid Exchange Note matures on June 30, 2025; on such date, based on a conversion price of 75% of the VWAP of the Common Stock during
the five trading days immediately prior to March 14, 2025, the Orchid Exchange Note will be convertible into 2,062,153 shares of Common
Stock.

 SJC Convertible Note

 On March 21, 2025, through
a bona fide private placement, the Company entered into an Exchange Agreement with SJC Lending, LLC, a Delaware limited liability company
("SJC"), pursuant to which the Company issued to SJC the SJC Convertible Note in exchange for the cancellation of one term
note and three promissory notes. The SJC Convertible Note is convertible into shares of Common Stock at any time and the SJC Convertible
Note will mature on December 31, 2025. The SJC Convertible Note is convertible into shares of Common Stock at a conversion price equal
to the greater of (i) the Floor Price and (ii) the lesser of a 25% discount to the Company's lowest VWAP (as defined in the SJC
Convertible Note) on any trading day during the five trading days immediately prior to (A) March 21, 2025 or (B) the date of conversion
into shares of Common Stock, but not greater than $10.00 per share. As a result, the Company is required to issue up to an aggregate of
2,902,573 shares of Common Stock upon conversion of the SJC Convertible Note (assuming conversion at a conversion price of a 25% discount
to the Company's lowest VWAP on any trading day during the five trading days immediately prior to March 21, 2025), plus such number
of shares of Common Stock issuable upon conversion of accrued but unpaid interest, to SJC in connection with the conversion of the SJC
Convertible Note. The SJC Convertible Note will mature on December 31, 2025; on such date, based on a conversion price of a 25% discount
to the Company's lowest VWAP on any trading day during the five trading days immediately prior to March 21, 2025, the SJC Convertible
Note will be convertible into 3,264,155 shares of Common Stock.

 June 5, 2025

 Page 4

 Orchid Convertible Note

 On April 1, 2025, through
a bona fide private placement, the Company issued to Orchid the Orchid Convertible Note in consideration for an advance previously made
to the Company in the amount of $1,500,000. The Orchid Convertible Note is convertible into shares of Common Stock at a conversion price
equal to the greater of (i) the Floor Price, and (ii) the lesser of 75% of the VWAP (as defined in the Orchid Convertible Note) of the
Common Stock during the five trading days immediately prior to (A) April 1, 2025 or (B) the date of conversion into shares of Common Stock.
As a result, the Company is required to issue up to an aggregate of 855,056 shares of Common Stock upon conversion of the Orchid Convertible
Note (assuming conversion at a conversion price of 75% of the VWAP of the Common Stock during the five trading days immediately prior
to April 1, 2025), plus such number of shares of Common Stock issuable upon conversion of accrued but unpaid interest, to Orchid in connection
with the conversion of the Orchid Convertible Note. The Orchid Convertible Note matures on September 30, 2025; on such date, based on
a conversion price of 75% of the VWAP of the Common Stock during the five trading days immediately prior to April 1, 2025, the Orchid
Convertible Note will be convertible into 920,265 shares of Common Stock.

 Jorico Convertible Note

 On April 8, 2025, through
a bona fide private placement, the Company issued to Jorico, LLC ("Jorico") the Jorico Convertible Note in consideration for
$100,000 paid to the Company. The Jorico Convertible Note is convertible into shares of Common Stock at a conversion price equal
to the greater of (i) $0.45 per share and (ii) the lesser of (A) 75% of the VWAP (as defined in the Jorico Convertible Note) of the Common
Stock during the five trading days immediately prior to April 18, 2025 or (B) 75% of the lowest daily VWAP of the Common Stock during
the five trading days immediately prior to the date of conversion into shares of Common Stock. As a result, the Company is required to
issue up to an aggregate of 58,811 shares of Common Stock upon conversion of the Jorico Convertible Note (assuming
conversion at a conversion price of 75% of the VWAP of the Common Stock during the five trading days immediately prior to April 18, 2025),
plus such number of shares of Common Stock issuable upon conversion of accrued but unpaid interest, to Jorico in connection with the conversion
of the Jorico Convertible Note. The Jorico Convertible Note matures on September 30, 2025; on such date, based on a conversion price of
75% of the VWAP of the Common Stock during the five trading days immediately prior to April 18, 2025, the Jorico Convertible Note will
be convertible into 63,123 shares of Common Stock.

 June 5, 2025

 Page 5

 Target Capital Convertible
Note

 On April 15, 2025, through
a bona fide private placement, the Company issued to Target Capital 14 LLC ("Target Capital") the Target Capital Convertible
Note in consideration for $3,000,000 paid to the Company. The Target Capital Convertible Note is convertible into shares of Common
Stock, at a conversion price equal to the greater of (i) the Floor Price and (ii) 80% of the lowest closing price of the Common Stock
during the five trading days immediately prior to the date of conversion into shares of Common Stock. As a result, the Company is required
to issue up to an aggregate of 2,064,978 shares of Common Stock upon conversion of the Target Capital Convertible Note (assuming conversion
at a conversion price of $1.816 per share, which is 80% of the lowest closing price of the Common Stock during the five trading days immediately
prior to the issuance of the Target Capital Convertible Note, and that no event of default has occurred), plus such number of shares
of Common Stock issuable upon conversion of accrued but unpaid interest, to Target Capital in connection with the conversion of the Target
Capital Convertible Note. The Target Capital Convertible Note matures on September 30, 2025; on such date, based on a conversion
price of $1.816 per share, which is 80% of the lowest closing price of the Common Stock during the five trading days immediately prior
to the issuance of the Target Capital Convertible Note, the Target Capital Convertible Note will be convertible into 2,064,978 shares
of Common Stock.

 Secure Net Capital Convertible
Note

 On April 15, 2025, through
a bona fide private placement, the Company issued to Secure Net Capital LLC ("Secure Net Capital," and together with Esousa,
Orchid, SJC, Jorico and Target Capital, collectively, the "Investors") the Secure Net Capital Convertible Note in consideration
for $1,000,000 paid to the Company. The Secure Net Capital Convertible Note is convertible into shares of Common Stock at a
conversion price equal to the greater of (i) the Floor Price and (ii) 80% of the lowest closing price of the Common Stock during
the five trading days immediately prior to the date of conversion into shares of Common Stock. As a result, the Company is required to
issue up to an aggregate of 688,326 shares of Common Stock upon conversion of the Secure Net Capital Convertible Note (assuming conversion
at a conversion price of $1.816 per share, which is 80% of the lowest closing price of the Comm

CORRESP
 1
 filename1.htm

 HYPERSCALE DATA, INC.
11411 Southern Highlands Parkway, Suite 190

 Las Vegas, Nevada 89141

 May 19, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Bradley Ecker and Geoffrey Kruczek

 Re: Hyperscale Data, Inc.
 Registration Statement on Form S-1/A (File No. 333-286740)

 Ladies and Gentlemen:

 Hyperscale Data, Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m.,
Eastern time, on Wednesday, May 21, 2025, or as soon as possible thereafter.

 We request that we be notified
of such effectiveness by a telephone call or e-mail to Kenneth Schlesinger, our outside counsel, at (212) 451-2252 or KSchlesinger@olshanlaw.com.

 Very truly yours,

 HYPERSCALE DATA, INC.

 By:

 /s/ William B. Horne

 William B. Horne

 Chief Executive Officer

 cc: Kenneth Schlesinger, Esq.
Spencer G. Feldman, Esq.

CORRESP
 1
 filename1.htm

 May 8, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Bradley Ecker and Geoffrey Kruczek

 Re:
 Hyperscale Data, Inc.

 Registration Statement on Form S-1

 Filed April 25, 2025

 File No. 333-286740

 Dear Mr. Ecker and Mr. Kruczek:

 On behalf of Hyperscale Data,
Inc. (the "Company"), this letter responds to comments provided by the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") regarding the above referenced registration statement on Form S-1 filed on April
25, 2025 filed by the Company (the "Registration Statement"). The Company respectfully submits the following responses with
respect to each comment contained in the Staff's May 5, 2025 letter. For your convenience, each of the Staff's comments is
set forth in italic type immediately before the corresponding response by the Company.

 Registration Statement on Form S-1 filed April 25, 2025

 General

 1. Given the nature of your offering, including the size of the transactions relative to the number of outstanding
shares held by non-affiliates, it appears that the transaction may be an indirect primary offering on behalf of the registrant. Please
provide us with a detailed legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary
offering under Securities Act Rule 415(a)(1)(i). For guidance, please consider Question 612.09 of our Securities Act Rules Compliance
and Disclosure Interpretations.

 Response:

 In an effort to assist registrants
in determining whether an offering by selling stockholders should be characterized as a secondary offering that is eligible to be made
on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations
("C&DI 612.09"). C&DI 612.09 provides that "[t]he question of whether an offering styled a secondary one is
really on behalf of the issuer is a difficult factual one, not merely a question of who receives proceeds" and that consideration
be given to the following factors:

 · how long the selling stockholders have held the shares;

 May 8, 2025

 Page 2

 · the circumstances under which the selling stockholders have received the shares;

 · the relationship of the selling stockholders to the issuer;

 · the number of shares being sold;

 · whether the selling stockholders are in the business of underwriting securities; and

 · whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

 For the reasons set forth
below, the Company respectfully submits that the registration and offering from time to time (the "Offering") of up to an
aggregate of 138,802,479 shares (the "Shares") of the Company's Class A Common Stock, par value $0.001 per share ("Common
Stock"), upon the conversion of the Company's 15% Convertible Note in the principal face amount of $4,909,411 (the "Convertible
Note") and conversion of the Company's Series B Convertible Preferred Stock, par value $0.001 per share (the "Series
B Preferred Stock"), in the Registration Statement is not, and should not be considered, a primary offering of the Shares to the
public. We respectfully submit that the Offering should be considered a secondary offering under Rule 415(a)(1)(i) of the Securities Act.

 Background

 On March 21, 2025, through
a bona fide private placement, the Company entered into an Exchange Agreement with SJC Lending, LLC, a Delaware limited liability company
(the "Selling Stockholder"), pursuant to which the Company issued to the Selling Stockholder the Convertible Note in exchange
for the cancellation of one term note and three promissory notes (the "Convertible Note Financing"). The Convertible Note
is convertible into shares of Common Stock at any time and the Convertible Note will mature on December 31, 2025. The Convertible Note
is convertible into shares of Common Stock at a conversion price equal to the greater of (i) $0.40 per share (the "Floor Price"),
which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions, and (ii)
the lesser of a 25% discount to the Company's lowest VWAP (as defined in the Convertible Note) on any trading day during the five
(5) trading days immediately prior to (A) March 21, 2025 or (B) the date of conversion into shares of Common Stock, but not greater than
$10.00 per share (the "Maximum Price"), which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations
and other similar transactions.

 In addition, on March 31,
2025, through a bona fide private placement, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement")
with the Selling Stockholder pursuant to which the Selling Stockholder has committed to purchase from the Company, at the Company's
direction, from time to time, up to an aggregate of $50 million of shares of Series B Preferred Stock (the "Committed Equity Financing"
and, together with the Convertible Note Financing, the "Financings"). The transaction set forth in the Purchase Agreement
is akin to an equity line transaction, which has become an accepted construct in practice, because the Selling Stockholder has committed
to make an investment of $50 million at the Company's direction, from time to time, over a certain period of time. The Series B
Preferred Stock is convertible into shares of Common Stock at a conversion price equal to the greater of (i) the Floor Price, which Floor
Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 75% of the
Company's lowest VWAP (as defined in the Company's Certificate of Designations of Rights and Preferences of Series B Convertible
Preferred Stock) on any trading day during the five (5) trading days immediately prior to the date of conversion into shares of Common
Stock, but not greater than the Maximum Price, which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations
and other similar transactions.

 May 8, 2025

 Page 3

 The Convertible Note Financing
and the Committed Equity Financing were both exempt from the registration requirements of the Securities Act pursuant to the exemption
for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation
D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Selling Stockholder represented to the
Company that it was an accredited investor within the meaning of Rule 501(a) of Regulation D and that it was acquiring the securities
for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Convertible
Note and the Series B Preferred Stock were offered without any general solicitation by the Company or its representatives.

 Analysis of C&DI 612.09
Factors

 Factor 1: How
long the Selling Stockholder has held the Shares

 The Selling Stockholder has
held the Convertible Note for one and a half months as of the date of this letter and, as described above, the Convertible Note is convertible
into shares of Common Stock at any time. In fact, as mentioned above, the Selling Stockholder exchanged one term note that was issued
in January 2025 (for more than 50% of the face amount of the Convertible Note) and three promissory notes that were issued in March 2025
for the Convertible Note, so arguably the Selling Stockholder has held such security, and been at market risk, for a longer period of
time.

 In addition, the Selling Stockholder
entered into the Purchase Agreement over one month ago, however, the Selling Stockholder does not hold any shares of Series B Preferred
Stock as of the date of this letter because pursuant to the Purchase Agreement no shares of Series B Preferred Stock may be purchased
by the Selling Stockholder until certain conditions are satisfied, including, without limitation, (i) the effectiveness of a registration
statement covering all shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock and (ii) that the Selling
Stockholder converted all of the shares of Common Stock underlying the Convertible Note. In fact, as mentioned above, the transaction
set forth in the Purchase Agreement is akin to an equity line transaction, which has become an accepted construct in practice, because
the Company has the right to direct the Selling Stockholder to purchase shares of Series B Preferred Stock in up to 49 tranches on a monthly
basis over a 48-month period.

 Of the 138,802,479 Shares
being registered pursuant to the Registration Statement, 125,000,000 Shares may be issued to the Selling Stockholder upon conversion of
the shares of Series B Preferred Stock to be sold to the Selling Stockholder under the Purchase Agreement over a period of approximately
48 months. In this regard, we believe it is important to note that Interpretation 139.13 of the Securities Act Compliance and Disclosure
Interpretations ("C&DI 139.13") provides that the Company may register the resale of the securities prior to exercising
its put on the securities where the Company has "completed" the private transaction of all of the securities it is registering
through an equity line transaction and the investor is at market risk at the time of filing of the resale registration statement. As in
all equity line transactions, the Selling Stockholder accepted the market risk of its investment from the date of entering into the Purchase
Agreement, including market risk related to the ownership of the shares of Series B Preferred Stock that the Company may choose, in its
sole discretion, to put to the Selling Stockholder pursuant to the terms of the Purchase Agreement.

 Moreover, the Company believes
it is important to note that Compliance and Disclosure Interpretations 139.11 ("C&DI 139.11") provides that no minimum
holding period is required where the Company has "completed the private transaction of all of the securities it is registering."
The Company is not aware of any Staff guidance on Rule 415 addressing the appropriate length of time securities must be held in order
to determine whether a purported secondary offering is really a primary offering. In addition, the Company is not aware that the Staff
has taken the position that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns
about whether the offering is a valid secondary offering, and the Company believes such a position would be inconsistent with C&DI
139.11, which also allows inclusion of the securities sold after a registration statement is filed if the registration statement is not
yet effective.

 May 8, 2025

 Page 4

 Factor 2: The circumstances
under which the Selling Stockholder has received the Shares

 The Selling Stockholder will
obtain the Shares offered in the Registration Statement through privately negotiated transactions completed at arm's-length prior
to the filing of the Registration Statement. Although the Selling Stockholder is required by the Staff to include disclosure that it is
an "underwriter" with regard to its resales under the Registration Statement, we respectfully note that the transaction has
characteristics more closely associated with a traditional investment transaction, in this case a continuous offering similar to an equity
line, rather than with an underwritten offering. Specifically, in a typical underwriting, the underwriter and the issuer agree on a price
at which the securities will be sold to the public and the underwriter receives a portion of the proceeds of such sale as compensation
for its selling efforts and for bearing market risk. Pursuant to the Purchase Agreement, the Selling Stockholder will purchase all shares
of Series B Preferred Stock put to it by the Company. The Selling Stockholder is purchasing the shares of Series B Preferred Stock for
its own account and not with a view towards distribution. The shares of Series B Preferred Stock do not have a redemption feature, which
further increases the market risk that the Selling Stockholder bears as it relates to the Shares underlying the shares of Series B Preferred
Stock.

 Additionally, the Selling
Stockholder is prohibited from engaging in or effecting, directly or indirectly, any (i) "short sale" of the Common Stock
or (ii) hedging of the Common Stock. As such, unlike a traditional underwriter, the Selling Stockholder is taking an investment risk with
regard to the securities it acquired under the Convertible Note Financing and will acquire under the Purchase Agreement and there is no
certainty that it will receive a premium on the resale of any Shares underlying the Convertible Note or the Shares underlying the shares
of Series B Preferred Stock it acquires pursuant to the Purchase Agreement. Indeed, the Selling Stockholder is at risk that it may incur
a loss on the resale of such Shares.

 The Selling Stockholder also
made extensive representations regarding its intent, including representations that it did not intend to effect a distribution of the
securities. Also, the Company entered into a registration rights agreement with the Selling Stockholder on March 31, 2025 (the "Registration
Rights Agreement"), which provides that the Company must have an effective registration statement within 90 days following the filing
of such registration statement.

 Factor 3: The Selling
Stockholder's relationship with the Company

 The Company does not have
an underwriting relationship with the Selling Stockholder. As discussed above, the Selling Stockholder represented to the Company that
it was acquiring the Convertible Note, the shares of Series B Preferred Stock and the Shares for its own account and not with a view towards
distribution, and that it did not have any agreement or understanding, directly or indirectly, with any person to distribute the Shares.

 The control person of the
Selling Stockholder is a previous investor in the Company and other entities related to the Company. The Selling Stockholder is not a
director, executive officer or holder of 10% or more of the Common Stock and, therefore, the Selling Stockholder does not have any relationship
with the Company other than as a passive investor in the Company. Neither the Selling Stockholder nor its respective affiliates have held
any position or office or has had any material relationship with the Company within the past three years. As a result, this factor weighs
favorably in the Company's determination that the offering for resale of the Shares by the Selling Stockholder under the Registration
Statement is a secondary offering and not a primary offering.

 May 8, 2025

 Page 5

 The Selling Stockholder does
not have any special contractual rights as a stockholder of the Company with respect to registration other than under the Registration
Rights Agreement. The Registration Statement was filed by the Company as a result of the Registration Rights Agreement in connection with
the Financings. The registration rights granted to the Selling Stockholder under the Registration Rights Agreement are customary registration
rights and are not indicative of any present intention of the Selling Stockholder to sell or distribute the Shares, much less sell or
distribute the Shares on behalf of the Company. From the point of view of the Company, filing the Registration Statement entails incremental
legal, accounting and printing costs and filing fees with no offsetting monetary benefits to the Company, except for the proceeds from
the sale of the shares of Series B Preferred Stock pursuant to the Purchase Agreement. Absent the Selling Stockholder's contractual
registration r

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

William Horne
Chief Executive Officer
Hyperscale Data, Inc.
11411 Southern Highlands Parkway
Suite 190
Las Vegas, Nevada 89141

 Re: Hyperscale Data, Inc.
 Registration Statement on Form S-1
 Filed on April 28, 2025
 File No. 333-286788
Dear William Horne:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 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.

Form S-1 filed April 28, 2025
General

1. Given the nature of your offering, including the size of the
transactions relative to the
 number of outstanding shares held by non-affiliates, it appears that the
transaction
 may be an indirect primary offering on behalf of the registrant. Please
provide us with
 a detailed legal analysis of your basis for determining that it is
appropriate to
 characterize the transaction as a secondary offering under Securities
Act Rule
 415(a)(1)(i). For guidance, please consider Question 612.09 of our
Securities Act
 Rules Compliance and Disclosure Interpretations.
2. Revise your filing to specifically incorporate by reference your proxy
or information
 statements filed since the end of your fiscal year. Refer to Item
12(a)(2) of Form S-1.
 May 5, 2025
Page 2

 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 Bradley Ecker at 202-551-4985 or Geoffrey Kruczek at
202-551-3641
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Kenneth A. Schlesinger
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

William Horne
Chief Executive Officer
Hyperscale Data, Inc.
11411 Southern Highlands Parkway
Suite 190
Las Vegas, Nevada 89141

 Re: Hyperscale Data, Inc.
 Registration Statement on Form S-1
 Filed on April 25, 2025
 File No. 333-286740
Dear William Horne:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 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.

Form S-1 filed April 25, 2025
General

1. Given the nature of your offering, including the size of the
transactions relative to the
 number of outstanding shares held by non-affiliates, it appears that the
transaction
 may be an indirect primary offering on behalf of the registrant. Please
provide us with
 a detailed legal analysis of your basis for determining that it is
appropriate to
 characterize the transaction as a secondary offering under Securities
Act Rule
 415(a)(1)(i). For guidance, please consider Question 612.09 of our
Securities Act
 Rules Compliance and Disclosure Interpretations.
2. Revise your filing to specifically incorporate by reference your proxy
or information
 statements filed since the end of your fiscal year. Refer to Item
12(a)(2) of Form S-1.
 May 5, 2025
Page 2
3. Revise your disclosure wherever applicable to state that the Selling
Stockholder is an
 underwriter. In this regard, we note your disclosure on page 46 that the
Selling
 Stockholder "may be deemed to be an underwriter. "

 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 Bradley Ecker at 202-551-4985 or Geoffrey Kruczek at
202-551-3641
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Kenneth A. Schlesinger
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Hyperscale Data, Inc.

11411 Southern Highlands Parkway, Suite 240

Las Vegas, Nevada 89141

January 14, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Erin Donahue

    Division of Corporation Finance

 Re: Hyperscale Data, Inc.

Registration Statement on Form S-1/A (File No. 333-281109)

Ladies and Gentlemen:

Hyperscale Data, Inc. hereby
requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m.,
Eastern time, on Wednesday, January 15, 2025, or as soon as possible thereafter.

Please advise the undersigned
of the effectiveness of the Registration Statement.

    Very truly yours,

    HYPERSCALE DATA, INC.

    By:

    /s/ Henry Nisser

    Henry Nisser

    President and General Counsel

    cc:
    Kenneth Schlesinger, Esq.

    Spencer G. Feldman, Esq.

December 10, 2024
Milton C. Ault III
Chairman & CEO
Ault & Company, Inc.
11411 Southern Highlands Parkway, Suite 330
Las Vegas, NV 89141
Re:Ault & Company, Inc.
Hyperscale Data, Inc.
Schedule TO-C Filed December 6, 2024
Filed by Ault & Company, Inc.
File No. 005-50273
Dear Milton C. Ault III:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials, unless
otherwise indicated.
Schedule TO-C Filed December 6, 2024
General
1.We note that the Offer is a third-party tender offer and that Purchaser intends to set
the Offer price at no greater than $10.00 nor less than $7.50 per share of Common
Stock, using a modified Dutch auction. However, the modified Dutch auction pricing
mechanism used in the Offer is not available for third-party tender offers. Refer to
footnote 64 of Exchange Act Release No. 23421 (July 11, 1986) as well as the
Alliance Semiconductor Corporation No-Action Letter dated September 22, 2006.
Please remove the modified Dutch auction pricing mechanism from the Offer's
structure, or otherwise advise.
See our last comment above. The price range contemplated in this Offer is between
$7.50 and $10.00 per share of Common Stock using a modified Dutch auction. The
$2.50 difference between the lowest and highest price in this range represents a 2.

December 10, 2024
Page 2
difference of over 33% above the low end of the range. Please advise us of the
authority upon which the Purchaser is relying to include a range of this proportion in
the Offer. In addition, please advise us how the Purchaser concluded that the use of
such a price range complies with Section 14(e) of the Exchange Act and Rule 14e-
1(b).
3.We note your disclosure that the press release contains "'forward-looking statements'
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended." Please note that
the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 (PSLRA) does not apply to statements made in
connection with a tender offer. See Section 27A(b)(2)(C) of the Securities Act and
Section 21E(b)(2)(C) of the Exchange Act. Please confirm that you will avoid making
any references to these safe harbor provisions in all future filings in connection with
the Offer.
            We remind you that the filing person is responsible for the accuracy and adequacy of
its disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please direct any questions to Shane Callaghan at 202-551-6977.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

October 17, 2024
William Horne
Chief Executive Officer
Hyperscale Data, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, Nevada 89141
Re:Hyperscale Data, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 26, 2024
File No. 333-281109
Dear William Horne:
            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. 1 to Registration Statement on Form S-1 filed September 26, 2024
General
1.We note your references to "cryptocurrency," "crypto asset," “digital currency” and
“digital asset.” To the extent you are using these terms interchangeably to describe
bitcoin or a similar asset, please revise your disclosure to generally use the term
“crypto asset.” If these terms are used to mean different things, please revise to define
each term on first use. In particular, to the extent you use the term “digital assets” as
defined in your response to prior comment 1, please clarify the definition of this term
in the prospectus.
We note your statements throughout the prospectus that suggest you may mine,
acquire or otherwise hold crypto assets other than Bitcoin. For example:
On page 7 you state that you mine Bitcoin using miners to verify in the
blockchain in exchange for rewards and fees denominated “in the native token of •2.

October 17, 2024
Page 2
that blockchain network;”
•On page 8 you state that you will “evaluate each digital asset in [y]our portfolio,
or that [you] propose to acquire in the future (including by mining);”
•On page 11 you state that you are a participant in “a cryptocurrency mining pool;”
•On page 49 you reference in a few places the “digital assets” that you mine, own
or otherwise acquire or hold;
•On pages 51 and 52 you reference Bitcoin or other “cryptocurrencies” or “digital
assets” you mine or otherwise acquire or hold; and
•On page 53 you refer to “many of [your] digital assets [that] may in the future be
held by digital asset exchanges.”
We also note your statements on pages 10 and 13 that you currently only participate in
mining pools that mine Bitcoin, and on page 8 that you do not acquire
cryptocurrencies for investment purposes. Please reconcile these statements and revise
to clarify which crypto assets other than Bitcoin, if any, you hold or acquire, plan to
hold or acquire, or receive in exchange as rewards and fees. If your intention is to only
mine, acquire or hold Bitcoin, please substantially revise your disclosure throughout
the filing to provide Bitcoin-specific disclosure rather than disclosure that is
applicable to various crypto assets.
Prospectus Summary
Sentinum, Inc.
Overview, page 7
3.Please revise your disclosure to clarify where you are in the process of integrating
HPC and AI into your data center design, including whether you have started
providing this service, and if not, the steps you would need to take to begin providing
this service.
Sentinum Breakeven Analysis, page 8
4.Please revise your disclosure to clarify the cost to earn/mine one Bitcoin. Please
include in your disclosure the number of miners that were in operation during the
period of calculation, the number of Bitcoin mined during the period, and the average
number of days it takes to mine one Bitcoin.
5.We note your disclosure that you believe your “integrated model with close control
over [y]our power sources” helps to produce Bitcoin at an attractive cost. Please
clarify in what way you have “close control” over your power sources.
Cryptocurrency and Cryptocurrency Mining Overview
Blockchain and Cryptocurrencies Overview, page 9
We note your statement that you believe “cryptocurrencies and associated blockchain
technologies have potential advantages over traditional payment systems, including:
the tamper-resistant nature of blockchain networks ; rapid-to-immediate settlement of
transactions; lower fees; elimination of counterparty risk ; protection from identify
theft; broad accessibility; and a decentralized nature that enhances network security
by reducing the likelihood of a “single point of failure ( emphasis added ).” We note 6.

October 17, 2024
Page 3
similar statements on page 10. Please revise to provide balanced disclosure about the
security and counterparty risks associated with crypto assets and blockchain
technologies.
Cryptocurrency Mining and Mining Pools, page 11
7.We note that you participate in a mining pool organized by Luxor. Please clarify
whether this is the only mining pool you participate in and the number of miners that
participate in this mining pool. In this regard, we note your disclosure on page 8 that
only “some” of your miners provide computing power to a Bitcoin mining pool
operator and that other miners “mine directly for [y]our own account.”
Our Strategy
Reliable, Low-Cost, Renewable Power, page 12
8.We note your disclosure on page 51 that you presently have access to 30 MWs of
capacity at your Michigan Facility, which you plan to “dedicate to your AI hyperscale
data center operations, and 10 MWs of capacity at [y]our Montana Facilities for
[y]our mining operations.” Please clarify whether you will be moving all mining
operations to the Montana Facility, or if some of the Michigan Facility will continue
to house mining operations. Please disclose the total number of miners that would be
housed in each Facility and the number of miners you own that would not be in
operation once the transition is complete and specify the power load that would be
dedicated to mining versus HPC and AI applications at each Facility.
9.We note your disclosure that “if” you complete the build-out of the second site, you
“anticipate expanding the capacity at the Montana Facilities to the extent possible,
after determination of the completed load study, subject to additional funding.” Please
clarify the timeline for the build-out, how you plan to finance the build-out, and when
you believe you will be able to house 6,500 miners at your Montana facilities.
Our Mining Operations, page 12
10.We note your disclosure that “approximately 85% of the energy [you] use is ‘green,’
meaning it is sourced from nuclear, wind or solar power,” and your statements under
“Reliable, Low-Cost, Renewable Power” and “Own and Operate Our Mining
Facilities” above that you own and operate your miners at facilities with access to
renewable power sources, and you believe access to renewable power sources should
enable you to reduce your power costs. Please revise to clarify and provide support as
to why you believe the cost of power from renewable sources will be lower than from
fossil fuels. In addition, please specify the proportion of each different source of
power generation used to create the electricity you use (i.e., nuclear, wind, and solar
power). Disclose the material terms of your power purchase agreements, and file them
as exhibits to the registration statement, to the extent required, pursuant to Item
601(b)(10) of Regulation S-K.
11.Please revise to describe how and the extent to which Gemini is “regulated, audited
and insured.”
We note that you convert Bitcoin on a nearly daily basis to pay for operating costs and
purchase commitments for expansion activities at your facilities and that you do not 12.

October 17, 2024
Page 4
hold any Bitcoin for investment. Please reconcile this statement with your disclosure
on page 8 that you believe “cryptocurrency represents an attractive, appreciating
investment opportunity,” and that you have “historically held some cryptocurrency
assets that [you] do not otherwise sell to fund [your] operating expenses.”
Regulation, page 13
13.We note your statement that “[m]any state legislative bodies are also actively
reviewing the impact of crypto mining in their respective states.” Please revise to
describe any state legislations or regulations that are applicable, in particular, to your
Michigan and Montana Facilities.
RiskOn International, Inc.
BitNile.com, Inc.
Overview, page 19
14.We note your response to prior comment 1 that items “in the BNC metaverse are
essentially in-game items….[that] are designed to be used exclusively within the BNC
platform and do not have any external market or real-world value outside of the
game,” and the ownership and transfer of these items are “managed by BNC’s internal
systems and do not rely on decentralized blockchain ledgers like NFT’s or crypto
currencies do.” Please revise your disclosure in the prospectus to reflect this
description of your in-game items.
15.We note your response to prior comment 1 addressing virtual goods and items that
exist within the BNC metaverse. Please clarify whether your response also pertains to
Nile Token and Nile Coins.
Risk Factors
A particular digital asset's status as a "security" in any relevant jurisdiction, page 49
16.We note your response to prior comment 2, and your new risk factor disclosures that:
•The legal test for determining whether any given digital asset is a security that
“may evolve over time;”
•“The SEC generally does not provide advance guidance or confirmation on the
status of any particular digital asset as a security;” and
•“[T]he SEC’s views in this area may have evolved over time and it is difficult to
predict the direction or timing of any continuing evolution.”
Please revise or remove these statements in light of the fact that the Commission has
identified numerous crypto assets as securities, and the legal tests are well-established
by U.S. Supreme Court case law, and the Commission and staff have issued reports,
orders and statements that provide guidance on when a crypto asset may be a security
for purposes of the U.S. federal securities laws.

October 17, 2024
Page 5
Our interactions with a blockchain may expose us, page 51
17.We note that your internal policies prohibit any transactions with SDN individuals.
Please revise to provide a discussion of your OFAC due diligence process.
Risks Related to Our Bitcoin Operations - Technological
The characteristics of crypto assets have been, and may in the future continue to be, page 53
18.Please revise to provide a discussion of the “thorough reviews [you] conduct as part of
[your] due diligence process” to detect illicit activities conducted by your potential or
existing counterparties.
Because many of our digital assets may in the future be held by digital asset exchanges, page
54
19.Please reconcile your statement that you “do not expect to maintain a custodian
agreement with any of the digital asset exchanges that may in the future hold [your]
digital assets” with your custody agreement with Gemini.
            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 Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

August 23, 2024
William Horne
Chief Executive Officer
Ault Alliance, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, Nevada 89141
Re:Ault Alliance, Inc.
Registration Statement on Form S-1
Filed July 30, 2024
File No. 333-281109
Dear William Horne:
            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.
Registration Statement on Form S-1 filed July 30, 2024
Company Overview, page 1
We note that BNC will offer Nile Tokens and Nile Coins. We also note that BNC will
offer virtual goods such as virtual real estate and digital art. We have the following
comments with respect to these items to be distributed by BNC:
•Please provide a materially complete description of the digital assets, including their
purpose, terms, characteristics, minting, distribution, custody, and transferability, as
well as the availability of secondary markets. Please disclose whether there are any
rights, services, or other benefits to which holders of the digital assets may be
entitled, whether within the metaverse/gaming platform or otherwise. Please
specifically address the company’s roles and, to the extent applicable, the roles of
third parties.
Please supplementally provide us with the company’s legal analysis as to whether the
digital assets are securities under Section 2(a)(1) of the Securities Act of 1933. Your •1.

August 23, 2024
Page 2
analysis should address not only the digital assets themselves but also the operation of
the platform through which they are minted and the development and operation of the
metaverse.
•To the extent that third parties will be able to mint the digital assets, please describe
the internal processes you will establish to determine whether such digital assets are
securities as defined in the Securities Act of 1933. Please also describe the internal
processes you will establish to ensure that you are not facilitating, or causing you to
engage in, transactions in unregistered securities.
•Please tell us whether you will mint any of your own digital assets. Please identify the
blockchain network on which the digital assets will be minted. To the extent it will be
a third-party network, please describe the network and the risks and challenges related
to relying on a third-party network.
•Please describe any and all applicable laws and regulations relating to the minting and
distribution of the digital assets.
•Please describe the risks relating to holding the digital assets, including any risks and
challenges related to the storage or custody of the digital assets and the use of
wallets.
Risk Factors, page 15
2.We note your disclosure on page 66 of your annual report filed April 16, 2024 that the
legal test for determining whether a given digital asset is a security may "evolve over
time" and that "the SEC's views in this area have evolved over time." This disclosure is
not appropriate in light of legal tests well-established by U.S. Supreme Court case law and
Commission and staff reports, orders, and statements that provide guidance on when a
crypto asset may be a security for the purposes of the U.S federal securities law. Please
include this risk factor disclosure in an amendment to this S-1 and revise accordingly.
            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 Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

                                  EMAIL:
                                  KSchlesinger@olshanlaw.com

DIRECT
DIAL: 212.451.2252

July 30, 2024

VIA
EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Ault Alliance, Inc.

    Registration Statement on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of Ault Alliance,
Inc., a Delaware corporation (the “Company”), on July 30, 2024, we submitted in electronic format for filing with the U.S.
Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 101(a)(1)(i) of Regulation S-T, one complete copy of the Company’s Registration Statement on Form S-1 for
the registration of 1,500,000 shares of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock that the Company may sell from
time to time pursuant to Rule 415 under the Securities Act.

Should any member of the Commission’s
staff have any questions concerning the Registration Statement or desire any further information or clarification in respect of the Registration
Statement, please do not hesitate to contact Henry Nisser, President, General Counsel and Director of the Company (tel.: (646) 650-5044)
or the undersigned (tel.: (212) 451-2252).

    Very truly yours,

    /s/ Kenneth A. Schlesinger

    Kenneth A. Schlesinger

Enclosures

    cc:
    Henry C.W. Nisser, Esq.

    Spencer G. Feldman, Esq.

United States securities and exchange commission logo
June 28, 2024
Henry C.W. Nisser, Esq
President and General Counsel
Ault Alliance, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:Ault Alliance, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 001-12711
Dear Henry C.W. Nisser, Esq:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
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AULT ALLIANCE, INC.

11411 Southern Highlands Parkway, Suite 240

Las Vegas, NV 89141

March 14, 2024

Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing 100 F Street, NE

Washington, DC 20549

Attn.: Kevin Woody and Andrew Blume

 Re: Ault Alliance, Inc.

Form 10-K/A for the Fiscal Year Ended December 31, 2022

Filed May 22, 2022

Response Dated September 18, 2023

File No. 001-12711

Dear Mr. Sundwall and Ms. Miller:

Ault Alliance, Inc. (the “Company”)
hereby submits a response to certain comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated March 5, 2024 (the “Comment Letter”) relating to the Company’s September
18, 2023 response to a comment letter related to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022 (“Form
10-K/A”) referenced above.

The Company’s response is numbered to correspond
to the Staff’s comment. For your convenience, the Staff’s comment contained in the Comment Letter has been restated below
in its entirety, with the Company’s response set forth immediately beneath such comment.

Form 10-K/A for the Fiscal Year Ended December
31, 2022

Revenue Recognition

Bitcoin Mining, page F-19

 1. We acknowledge your response to comment 1 and your revised disclosures beginning on page F-11 of your
Form 10-Q for the quarterly period ended September 30, 2023. Please respond to the following:

 · You identify the provision of “computing
power” as your single performance obligation. Tell us how that terminology accurately portrays the promise under your contracts
given that you run the pool operator’s software on your equipment to construct block header candidates and perform hash calculations.
In your response, clarify for us whether as a participant in a mining pool it would be more accurate to characterize your performance
obligation as the provision of hash calculation services to the pool operator and revise your disclosure as appropriate, including that
this performance obligation is an output of your ordinary activities for which you decide when to provide services under the contract(s).

 · Enhance future filings to clarify, if true,
that the contract with your pool operator provides both parties the unilateral enforceable right to terminate the contract at any
time without penalty.

 · Consistent with your response, enhance future
filings to disclose that the customer termination option results in a contract that continuously renews throughout the day and therefore
has a duration of less than 24 hours.

 · Since you have determined the mining pool
arrangement is a contract that is continually renewed, tell us, and enhance future filings to disclose, whether the rate of payment remains
the same upon renewal and whether your customer’s option to renew represents a material right and thus a separate performance obligation
as contemplated in ASC 606-10-55-42.

 · In your response, you indicate your mining
rewards are determined based on an FPPS payout formula. Please enhance your disclosures to include a more fulsome description of this
formula. Your disclosure should clarify, if true, that your rewards are comprised of block rewards and transaction fees. Your revised
disclosure should also describe the variables that comprise the FPPS formula. For example, if true, disclose that network block subsidies
are based on the total amount of block subsidies that are expected to be generated on the bitcoin network as a whole during the 24- hour
period beginning at midnight UTC daily (i.e., the measurement period), while network transaction fees are based on the total amount of
transaction fees and block rewards that are actually generated on the blockchain network as a whole during the measurement period. Your
disclosure should also make clear, as stated in your response, that consideration is generated regardless of whether the mining pool operator
successfully records a block to the blockchain and whether the amounts are calculated based on expected or actual amounts.

 · You state that you value noncash consideration
at contract inception which is the beginning of the day Bitcoin is earned. Given that the Bitcoin exchange trades 24/7, please tell us
and disclose the specific point in time that you fair value Bitcoin each day (i.e., 23:59:59 or 0:00:00). If 0:00:00, please specify if
that is the start of the day of the contract (i.e., 0:00:00 to 23:59:59) or the start of the next day.

 · Consistent with your response, enhance future
filings to disclose, if true, that revenue is recognized the same day that control of the contracted service transfers to the mining pool
operators, which is the same day as contract inception.

Provide us with your revised
proposed disclosure.

Response No. 1.

With regards to the Company’s
performance obligation, the Company believes it would be more accurate to characterize its performance obligation as the provision of
hash calculation services, rather than the provision of “computing power” as previously disclosed. In future filings the Company
will clarify that its performance obligation is the provision of hash calculation services to the pool operator and that this performance
obligation is an output of the Company’s ordinary activities for which it decides when to provide services under the contract.

In addition, the Company will
clarify that the contract with its pool operator provides both parties the unilateral enforceable right to terminate the contract at any
time without penalty that the customer termination option results in a contract that continuously renews throughout the day and therefore
has a duration of less than 24 hours.

To enhance future filings
we will discuss if the option to renew represents a material right and thus a separate performance obligation as contemplated in ASC 606-10-55-42.
The Company believes that the implied renewal option is not a material right because there are no upfront or incremental fees in the initial
contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates.

The Company will enhance its
disclosures to provide a more fulsome description of the FPPS payout formula in particular providing more clarity on both block rewards
and transaction fees.

The Company will disclose
more information regarding the specific point in time that the Company applies the fair value based on the spot price of the Company’s
principal market for Bitcoin, which is midnight UTC at the beginning of the daily contract period.

In future filings the Company
will clarify that it recognizes non-cash consideration on the same day that control of the contracted service is transferred to the pool
operator, which is the same day as the contract inception.

Revised proposed disclosure
as follows:

Revenue Recognition – Bitcoin Mining

The Company recognizes revenue
from Bitcoin mining under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC
606”). The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.
The following five steps are applied to achieve that core principle:

 · Step 1: Identify the contract with the customer;

 · Step 2: Identify the performance obligations
in the contract;

 · Step 3: Determine the transaction price;

 · Step 4: Allocate the transaction price to the
performance obligations in the contract; and

 · Step 5: Recognize revenue when the company satisfies
a performance obligation.

The Company has entered into
a digital asset mining pool by executing a contract with a mining pool operator to provide hash calculation services to the mining pool.
The Company’s customer, as defined in ASC 606-10-20, is the mining pool operator with which the Company has agreed to the terms
of service and user service agreement. The Company supplies hash calculation services, in exchange for consideration, to the pool operator
who in turn provides transaction verification services to third parties via a mining pool that includes other participants. The Company’s
performance obligation is the provision of hash calculation services to the pool operator and this performance obligation is an output
of the Company’s ordinary activities for which it decides when to provide services under the contract.

The Company’s enforceable
right to compensation begins only when, and lasts as long as, the Company provides hash calculation services to the mining pool operator
and is created as power is provided over time. The only consideration due to the Company relates to the provision of hash calculation
services. The contract with the pool operator provides both parties the unilateral enforceable right to terminate the contract at any
time without penalty. The customer termination option results in a contract that continuously renews throughout the day and therefore
has a duration of less than 24 hours. The implied renewal option is not a material right because there are no upfront or incremental fees
in the initial contract and the terms, conditions, and compensation amount for the renewal options are at the then market rates. Providing
such hash calculation services is the only performance obligation in the Company’s contracts with mining pool operators.

The transaction consideration
the Company receives, if any, is non-cash consideration in the form of Bitcoin. Changes in the fair value of the non-cash consideration
due to form of the consideration (changes in the market price of Bitcoin) are not included in the transaction price and are therefore
not included in revenue. The mining pool operator charges fees to cover the costs of maintaining the pool and are deducted from amounts
the Company may otherwise earn and are treated as a reduction to the consideration received. Fees fluctuate and historically have been
approximately 0.3% per reward earned, on average.

The Company participates in
mining pools that use the FPPS payout method for the year ended December 31, 2023. The Company is entitled to compensation once it begins
to perform hash calculations for the pool operator in accordance with the operator’s specifications over a 24-hour period beginning
mid-night UTC and ending 23:59:59 UTC on a daily basis. The non-cash consideration that the Company is entitled to for providing hash
calculations to the pool operator under the FPPS payout method is made up of block rewards and transaction fees less pool operator fees
determined as follows:

 · The non-cash consideration in the form of a block
reward is based on the total blocks expected to be generated on the Bitcoin network for the daily 24-hour period beginning midnight UTC
and ending 23:59:59 UTC in accordance with the following formula: the daily hash calculations that the Company provided to the pool operator
as a percent of the Bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total
Bitcoin network block rewards expected to be generated for the same daily period.

 · The non-cash consideration in the form of transaction
fees paid by transaction requestors is based on the share of standard transaction fees over the daily 24-hour period beginning midnight
UTC and ending 23:59:59 UTC. The pool operator calculates the standard transaction fee during the 24-hour period using a rolling 144 block
moving average of actual transaction fees.

 · The block reward and transaction fees earned
by the Company are reduced by mining pool fees charged by the operator for operating the pool based on a rate schedule per the mining
pool contract. The mining pool fee is only incurred to the extent the Company performs hash calculations and generates revenue in accordance
with the pool operator’s payout formula during the same 24-hour period beginning midnight UTC daily.

The contract is in effect
until terminated by either party.

All consideration pursuant
to this arrangement is variable. It is not probable that a significant reversal of cumulative revenue will occur and the Company is able
to calculate the payout based on the contractual formula, non-cash revenue is estimated and recognized based on the spot price of the
Company’s principal market for Bitcoin at the inception of each contract, which is determined to be daily. Non-cash consideration
is measured at fair value at contract inception. Fair value of the crypto asset consideration is determined using the midnight UTC spot
price of the Company’s principal market for Bitcoin at the beginning of the contract period. This amount is estimated and recognized
in revenue upon inception, which is when hash rate is provided. The Company recognizes non-cash consideration on the same day that control
of the contracted service is transferred to the pool operator, which is the same day as the contract inception.

There is no significant financing
component in these transactions.

Expenses associated with running
the cryptocurrency mining business, such as equipment depreciation and electricity costs, are recorded as a component of cost of revenues.

Kindly address any comments
or questions that you may have concerning this letter to me (tel.: (949) 735-6020; ken@ault.com).

    Very truly yours,

    /s/ Kenneth Cragun

    Kenneth Cragun, Chief Financial Officer

 cc: Milton C. (Todd) Ault, III

Henry Nisser, Esq.

United States securities and exchange commission logo
March 5, 2024
Henry C.W. Nisser, Esq
President and General Counsel
Ault Alliance, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:Ault Alliance, Inc.
Form 10-K/A for the Fiscal Year Ended December 31, 2022
Filed May 22, 2023
Response Dated September 18, 2023
File No. 001-12711
Dear Henry C.W. Nisser, Esq:
            We have reviewed your September 18, 2023 response to our comment letter and have the
following comment.
            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
our 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. Unless
we note otherwise, any references to prior comments are to comments in our September 5,
2023 letter.
Form 10-K/A for the Fiscal Year Ended December 31, 2022
Revenue Recognition
Bitcoin Mining, page F-19
1.We acknowledge your response to comment 1 and your revised disclosures beginning on
page F-11 of your Form 10-Q for the quarterly period ended September 30, 2023. Please
respond to the following:
•You identify the provision of “computing power” as your single performance
obligation. Tell us how that terminology accurately portrays the promise under your
contracts given that you run the pool operator’s software on your equipment to
construct block header candidates and perform hash calculations. In your response,
clarify for us whether as a participant in a mining pool it would be more accurate to
characterize your performance obligation as the provision of hash calculation services

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameAult Alliance, Inc.
 March 5, 2024 Page 2
 FirstName LastName
Henry C.W.  Nisser, Esq
Ault Alliance, Inc.
March 5, 2024
Page 2
to the pool operator and revise your disclosure as appropriate, including that this
performance obligation is an output of your ordinary activities for which you decide
when to provide services under the contract(s).
•Enhance future filings to clarify, if true, that the contract with your pool operator
provides both parties the unilateral enforceable right to terminate the contract at any
time without penalty.
•Consistent with your response, enhance future filings to disclose that the customer
termination option results in a contract that continuously renews throughout the day
and therefore has a duration of less than 24 hours.
•Since you have determined the mining pool arrangement is a contract that is
continually renewed, tell us, and enhance future filings to disclose, whether the rate
of payment remains the same upon renewal and whether your customer’s option to
renew represents a material right and thus a separate performance obligation as
contemplated in ASC 606-10-55-42.
•In your response, you indicate your mining rewards are determined based on an FPPS
payout formula.  Please enhance your disclosures to include a more fulsome
description of this formula.  Your disclosure should clarify, if true, that your rewards
are comprised of block rewards and transaction fees. Your revised disclosure should
also describe the variables that comprise the FPPS formula. For example, if true,
disclose that network block subsidies are based on the total amount of block subsidies
that are expected to be generated on the bitcoin network as a whole during the 24-
hour period beginning at midnight UTC daily (i.e., the measurement period), while
network transaction fees are based on the total amount of transaction fees and block
rewards that are actually generated on the blockchain network as a whole during the
measurement period.  Your disclosure should also make clear, as stated in your
response, that consideration is generated regardless of whether the mining pool
operator successfully records a block to the blockchain and whether the amounts are
calculated based on expected or actual amounts.
•You state that you value noncash consideration at contract inception which is the
beginning of the day Bitcoin is earned. Given that the Bitcoin exchange trades 24/7,
please tell us and disclose the specific point in time that you fair value Bitcoin each
day (i.e., 23:59:59 or 0:00:00).  If 0:00:00, please specify if that is the start of the day
of the contract (i.e., 0:00:00 to 23:59:59) or the start of the next day.
•Consistent with your response, enhance future filings to disclose, if true, that revenue
is recognized the same day that control of the contracted service transfers to the
mining pool operators, which is the same day as contract inception.
Provide us with your revised proposed disclosure.

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameAult Alliance, Inc.
 March 5, 2024 Page 3
 FirstName LastName
Henry C.W.  Nisser, Esq
Ault Alliance, Inc.
March 5, 2024
Page 3
            Please contact Rolf Sundwall at 202-551-3105 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
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AULT ALLIANCE, INC.

11411 Southern Highlands Parkway, Suite 240

Las Vegas, NV 89141

September 18, 2023

Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing 100 F Street, NE

Washington, DC 20549

Attn.: Kevin Woody and Andrew Blume

 Re: Ault Alliance, Inc.

Form 10-K/A for the Fiscal Year Ended December 31, 2022

Filed May 22, 2022

Response Dated June 22, 2023

File No. 001-12711

Dear Mr. Woody and Mr. Blume:

Ault Alliance, Inc. (the “Company”)
hereby submits a response to certain comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated September 5, 2023 (the “Comment Letter”) relating to the Company’s June
22, 2023 response to a comment letter related to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022 (“Form
10-K/A”) referenced above.

The Company’s response is numbered to correspond
to the Staff’s comment. For your convenience, the Staff’s comment contained in the Comment Letter has been restated below
in its entirety, with the Company’s response set forth immediately beneath such comment.

Form 10-K/A for the Fiscal Year Ended December
31, 2022

Notes to Consolidated Financial Statements

Revenue Recognition

Bitcoin Mining, page F-20

Comment No. 1. We note your response
to comment 3. Please provide us with a complete and thorough accounting analysis of your application of each of the five steps in ASC
606 to your participation in Bitcoin mining pools. Ensure your analysis includes, but is not necessarily limited to, the following information:

 · ASC 606 Step 1- Please identify which mining
pools you participate in and for each contract summarize for us the material rights and obligations, including termination rights, of
each party. Explain how you evaluated such termination rights and the guidance in ASC 606-10-25-1 through 9 and FASB Revenue Recognition
Implementation Q&A’s 7 and 8 when determining contract inception and duration.

 · ASC 606 Step Two - Explain in further detail
how you determined that your only performance obligation is providing computing power. In doing so, for each contract identify the promises;
more clearly articulate what providing computing power means (e.g., is it a promise to continuously calculate hashes?); whether a valid
share is a promise good or service or alternatively a means to evaluate whether you are continuously calculating hashes and the reasons
why; and provide your analysis as to whether promises are distinct.

 · ASC 606 Step Three - For each mining pool
in which you participate, describe the payout mechanisms for each pool. Tell us if the mechanisms include a variable component and whether
or not you apply the variable consideration constraint. If you do, explain how much variable consideration is constrained and clarify
when the uncertainties underlying the variable consideration are sufficiently resolved such that conditions of constraint no longer apply.
Provide us with a separate analysis for both your share of block rewards and your share of transaction fees.

 · ASC 606 Step Five - Analyze whether you recognize
the related revenues at a point in time or over time under the guidance in ASC 606-10-25-27 through 30.

Response No. 1.

The following represents, in management’s
judgment, a complete and thorough accounting analysis of the application of each of the five steps in ASC 606 to the Company’s participation
in Bitcoin mining pools. Analysis as follows:

Step 1: Identify the contract with the customer.

Please identify which mining pools you participate
in and for each contract summarize for us the material rights and obligations, including termination rights, of each party. Explain how
you evaluated such termination rights and the guidance in ASC 606-10-25-1 through 9 and FASB Revenue Recognition Implementation Q&A’s
7 and 8 when determining contract inception and duration.

Analysis and application of ASC 606 related
to Step 1:

The Company has entered into a user service agreement
with one digital asset mining pool, Antpool Technologies Limited, to provide computing power (sending hash rate) to the mining pool. The
Company’s customer, as defined in ASC 606-10-20, is the mining pool operator with whom the Company has agreed to the terms of service
and user service agreement. The Company supplies computing power, in exchange for consideration, to the pool operator who in turn provides
transaction verification services to third parties via a mining pool that includes other participants.

The Company’s enforceable right to compensation
begins only when, and lasts as long as, the Company provides computing power to the mining pool operator and is created as power is provided
over time. The only consideration due to the Company relates to the provision of computing power. The contracts are terminable at any
time by and at no cost to the Company, and by the pool operator. Providing computing power in digital asset transaction verification services
is an output of the Company’s ordinary activities. Providing such computing power is the only performance obligation in the Company’s
contract (user service agreement) with the mining pool operator, Antpool Technologies Limited.

Per FASB Revenue Recognition Implementation Q&A
7, if a contract can be terminated by each party at any time without compensating the other party for the termination (that is, other
than paying amounts due as a result of goods or services transferred up to the termination date), the duration of the contract does not
extend beyond the goods or services already transferred.

A new contract is determined to exist each period
(e.g., second, minute, hour) that computing power is provided and neither the Company, nor the pool operator, terminates the arrangement.

In addition, the Company believes it is probable
that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services
that will be transferred to the customer.

Step 2: Identify the performance obligations in the contract.

Explain in further detail how you determined
that your only performance obligation is providing computing power. In doing so, for each contract identify the promises; more clearly
articulate what providing computing power means (e.g., is it a promise to continuously calculate hashes?); whether a valid share is a
promise good or service or alternatively a means to evaluate whether you are continuously calculating hashes and the reasons why; and
provide your analysis as to whether promises are distinct.

Analysis and application of ASC 606 related
to Step 2:

The Company supplies computing power, in exchange
for consideration, to the pool operator who in turn provides transaction verification services to third parties via a mining pool that
includes other participants.

The Company’s enforceable right to compensation
begins only when, and lasts as long as, the Company provides computing power to the mining pool operator and is created as power is provided
over time. The only consideration due to the Company relates to the provision of computing power. The contracts are terminable at any
time by and at no cost to the Company, and by the pool operator. Providing computing power in digital asset transaction verification services
is an output of the Company’s ordinary activities. Providing such computing power is the only performance obligation in the Company’s
contract with the mining pool operator. A new contract is determined to exist each period (e.g., second, minute, hour) that computing
power is provided and neither the Company, nor the pool operator, terminates the arrangement.

In summary, the Company’s promise is sending
hash rate to its customer, the mining pool operator. The mining pool operator accepts hash rate and is obligated to pay under the Full-Pay-Per-Share
model based on a contractual formula, which primarily calculates the hash rate provided by the Company to the mining pool as a percentage
of total network hash rate, and other inputs. The Company is entitled to consideration even if a block is not successfully placed by the
mining pool operator. The Company does not consider the calculation of hashes as continuous, but as provided moment by moment, which can
be paused without penalty.

Step 3: Determine the transaction price.

For each mining pool in which you participate,
describe the payout mechanisms for each pool. Tell us if the mechanisms include a variable component and whether or not you apply the
variable consideration constraint. If you do, explain how much variable consideration is constrained and clarify when the uncertainties
underlying the variable consideration are sufficiently resolved such that conditions of constraint no longer apply. Provide us with a
separate analysis for both your share of block rewards and your share of transaction fees.

Analysis and application of ASC 606 related
to Step 3:

As mentioned above, in exchange for providing
computing power, the Company is entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates
the hash rate provided by the Company to the mining pool as a percentage of total network hash rate, and other inputs. The Company is
entitled to consideration even if a block is not successfully placed by the mining pool operator. Therefore, a separate analysis of block
rewards and transaction fees is not applicable.

All consideration pursuant to this arrangement
is variable. Based on the terms of the Company’s agreement with the mining pool operator and the history of consistent payment of
consideration by the mining pool operator, it is not probable that a significant reversal of cumulative revenue will occur, and the Company
is able to calculate the payout based on the contractual formula. ASC 606-10-32-21 requires entities to measure the estimated fair value
of noncash consideration at contract inception, which is the same time the contributed computing power is provided to the mining pool
operator each period (e.g., second, minute, hour) that neither the Company, nor the pool operator, terminates the arrangement. For reasons
of operational practicality, the Company applies an accounting convention to use the daily spot price of the Company’s principal
market for Bitcoin at the beginning of the day to determine the fair value of Bitcoin earned that day. This accounting convention does
not result in materially different revenue recognition from using the fair value of the Bitcoin earned at contract inception (i.e., the
moment the hash rate is provided to the mining pool operator) and has been consistently applied in all periods presented.

Step 4: Allocate the transaction price to the performance obligations
in the contract.

Analysis and application of ASC 606 related
to Step 4:

Providing computing power is the only performance
obligation in the Company’s contract with the mining pool operator. The entire transaction price is allocated to the one performance
obligation.

Step 5: Recognize revenue when the company satisfies a performance
obligation.

Analyze whether you recognize the related revenues
at a point in time or over time under the guidance in ASC 606-10-25-27 through 30.

Analysis and application of ASC 606 related
to Step 5:

The Company satisfies its performance obligation
to provide computing power to the pool operator over time as described in ASC 606-10-25-27(a) as the pool operator simultaneously consumes
and receives benefits from the Company’s provision of computing power, which it uses continuously as an input to the pool’s
efforts to solve a block.

Kindly address any comments
or questions that you may have concerning this letter to me (tel.: (949) 735-6020; ken@ault.com).

    Very truly yours,

    /s/ Kenneth Cragun

    Kenneth Cragun, Chief Financial Officer

 cc: Milton C. (Todd) Ault, III

    Henry Nisser, Esq.

United States securities and exchange commission logo
September 5, 2023
Henry C.W. Nisser, Esq
President and General Counsel
Ault Alliance, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:Ault Alliance, Inc.
Form 10-K/A for the Fiscal Year Ended December 31, 2022
Filed May 22, 2023
Response Dated June 22, 2023
File No. 001-12711
Dear Henry C.W. Nisser, Esq:
            We have reviewed your June 22, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 7, 2023 letter.
Form 10-K/A for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
Revenue Recognition
Bitcoin Mining, page F-20
1.We note your response to comment 3.  Please provide us with a complete and thorough
accounting analysis of your application of each of the five steps in ASC 606 to your
participation in Bitcoin mining pools.  Ensure your analysis includes, but is not
necessarily limited to, the following information:

•ASC 606 Step 1- Please identify which mining pools you participate in and for each
contract summarize for us the material rights and obligations, including termination

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameAult Alliance, Inc.
 September 5, 2023 Page 2
 FirstName LastName
Henry C.W.  Nisser, Esq
Ault Alliance, Inc.
September 5, 2023
Page 2
rights, of each party.  Explain how you evaluated such termination rights and the
guidance in ASC 606-10-25-1 through 9 and FASB Revenue Recognition
Implementation Q&A's 7 and 8 when determining contract inception and duration.

•ASC 606 Step Two - Explain in further detail how you determined that your only
performance obligation is providing computing power. In doing so, for each contract
identify the promises; more clearly articulate what providing computing power means
(e.g., is it a promise to continuously calculate hashes?); whether a valid share is a
promise good or service or alternatively a means to evaluate whether you are
continuously calculating hashes and the reasons why; and provide your analysis as to
whether promises are distinct.

•ASC 606 Step Three - For each mining pool in which you participate, describe the
payout mechanisms for each pool.  Tell us if the mechanisms include a variable
component and whether or not you apply the variable consideration constraint.  If you
do, explain how much variable consideration is constrained and clarify when the
uncertainties underlying the variable consideration are sufficiently resolved such that
conditions of constraint no longer apply. Provide us with a separate analysis for both
your share of block rewards and your share of transaction fees.

•ASC 606 Step Five - Analyze whether you recognize the related revenues at a point
in time or over time under the guidance in ASC 606-10-25-27 through 30.
            You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or Kevin Woody,
Accounting Branch Chief, at (202) 551-3629 if you have questions regarding comments on the
financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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AULT ALLIANCE, INC.

11411 Southern Highlands Parkway, Suite 240

Las Vegas, NV 89141

June 22, 2023

Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing 100 F Street, NE

Washington, DC 20549

Attn.: Kevin Woody and Andrew Blume

 Re: Ault Alliance, Inc.

Form 10-K/A for the Fiscal Year Ended December 31, 2022

Filed May 22, 2022

File No. 001-12711

Dear Mr. Woody and Mr. Blume:

Ault Alliance, Inc. (the “Company”)
hereby submits a response to certain comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated June 7, 2023 (the “Comment Letter”) relating to the Company’s Annual Report
on Form 10-K/A for the Fiscal Year Ended December 31, 2022 (“Form 10-K/A”) referenced above.

The Company’s responses are numbered to
correspond to the Staff’s comments. For your convenience, the Staff’s comment contained in the Comment Letter has been restated
below in its entirety, with the Company’s response set forth immediately beneath such comment.

Form 10-K/A for the Fiscal Year Ended December
31, 2022

Consolidated Statements of Cash Flows, page
F-13

Comment No. 1. We have reviewed your
response to comment 2 and note that you currently classify proceeds from the sale of cryptocurrencies within operating activities on your
statements of cash flows. Citing specific guidance in ASC 230, please tell us how you determined that classification within operating
activities, as opposed to investing activities, was appropriate.

Response No. 1.

In management’s judgment, proceeds from
the sale of cryptocurrencies do not appear to meet the criteria for cash inflows from investing activities as outlined in ASC 230-10-45-12.
Analysis as follows:

    Cash inflows from investing activities per guidance

                                                                               found in ASC 230-10-45-12

    Applicability to the Company’s classification of proceeds

                                                                               from the sale of cryptocurrencies

    Receipts from collections or sales of loans made by the entity and of other entities’ debt instruments (other than cash equivalents, certain debt instruments that are acquired specifically for resale as discussed in paragraph 230-10-45-21, and certain donated debt instruments received by not-for-profit entities (NFPs) as discussed in paragraph 230-10-45-21A) and collections on a transferor’s beneficial interests in a securitization of the transferor’s trade receivables.

    The nature of proceeds from the sale of cryptocurrencies does not appear to align with cash receipts from the sales of loans, debt instruments or the securitization of receivables.

    Receipts from sales of equity instruments of other entities (other than certain equity instruments carried in a trading account as described in paragraph 230-10-45-18 and certain donated equity instruments received by NFPs as discussed in paragraph 230-10-45-21A) and from returns of investment in those instruments.

    The nature of proceeds from the sale of cryptocurrencies does not appear to align with cash receipts from the sales of equity instruments or returns of investment in those instruments.

    Receipts from sales of property, plant, and equipment and other productive assets.

    The nature of proceeds from the sale of cryptocurrencies
    does not appear to align with cash receipts from the sales of property, plant and equipment or other productive assets.

    Receipts from sales of loans that were not specifically acquired for resale. That is, if loans were acquired as investments, cash receipts from sales of those loans shall be classified as investing cash inflows regardless of a change in the purpose for holding those loans.

    The nature of proceeds from the sale of cryptocurrencies does not appear to align with cash receipts from the sales of loans that were not specifically acquired for resale.

    For purposes of this paragraph, receipts from disposing of loans, debt or equity instruments, or property, plant, and equipment include directly related proceeds of insurance settlements, such as the proceeds of insurance on a building that is damaged or destroyed.

    This section does not appear to apply to proceeds from the sale of cryptocurrencies as it discusses proceeds of insurance settlements.

According to ASC 230-10-20, operating activities
generally involve producing and delivering goods and providing services. The Company provides the service and recognizes revenue from
providing processing power to mining pool operators. Further, the Company uses the proceeds from the sale of cryptocurrencies to fund
its operations and does not hold a material amount of cryptocurrency on its balance sheet (approximately 0.1% and 0.4% of total assets
as of December 31, 2022 and 2021, respectively) and such amounts held are not viewed by management as held for investing or speculative
purposes.

ASC 230-10-45-16 states that cash inflows from
operating activities includes cash receipts from the sale of services. While the Company receives Bitcoin for the sale of services, the
Company generally sells the Bitcoin received regularly for cash to fund operations.

Notes to Consolidated Financial Statements

Revenue Recognition

Bitcoin Mining, page F-20

Comment No. 2. You indicate within your
response to comment 4 that you would clarify in future filings that your customer, as defined in ASC 606-10-20, is the mining pool operator
with whom you agreed to the terms of service and user service agreement. Please ensure you provide this disclosure within future filings.
If you did clearly and explicitly disclose such information within your filings made subsequent to our prior comment letter, please clarify
where you have provided the disclosures.

Response No. 2.

On page F-20, within the revenue recognition footnote,
the Company discusses the nature of contract with the mining pool operator and its performance obligations related to such contract and
management believes the readers of the financial statements would understand that the mining pool operators are considered the customer
within the context of the disclosure.

In future filings, the Company will explicitly
clarify that the Company’s customer, as defined in ASC 606-10-20, is the mining pool operator.

Comment No. 3. We note your response
to comment 5 and the statements within your responses to comments 9 and 10 of your response letter dated September 30, 2022 that your
mining pool agreement is cancelable at any time by either party without penalty. Please reconcile such statement to the disclosure on
page F-20 of your Form 10-K/A for the fiscal year ended December 31, 2022, that your contracts with mining pool operators “are terminable
at any time by and at no cost to the Company, and by the pool operator under certain conditions specified in the contract.” Address
the reasons for this apparent inconsistency and tell us in sufficient detail the “certain conditions” that allow pool operators
to cancel the agreements. Explain to us how the contractual terms impacted your ASC 606 determinations of contract inception for the measurement
of non-cash consideration and how it impacts your assessment of the duration of the contracts for accounting purposes.

Response No. 3.

Upon review of the underlying mining pool agreement,
the disclosure in the Form 10-K/A should have been consistent with the responses in the comment letter that the mining pool agreement is
cancelable at any time by either party without penalty. As such there are no “certain conditions” to consider or disclose.
While the contract terms allow the contract to be terminated at any time, the moment-to-moment decision to provide hash rate to the pool
operator is considered to be contract inception and the performance obligation is satisfied when the hash rate processing power is provided
and the Company believes it is highly likely that it will receive the noncash consideration and that revenue should be recorded.

In future filings, the Company will remove reference
to “certain conditions” related to the mining pool operator’s right to cancel the agreement.

Bitcoin, page F-21

Comment No. 4. As previously stated
in prior comment 6, we believe ASC 350-30-35-19 indicates impairment exists whenever carrying value exceeds fair value and thus we believe
your accounting policy should be corrected to comply with that requirement. Please also quantify for us the effect of correcting your
policy on the financial statement periods presented and tell us whether such correction is material and the reasons why or why not.

Response No. 4.

Beginning in 2023, the Company corrected its accounting
policy to impair cryptocurrency held whenever the carrying value exceeds fair value. The effect of correcting the Company’s policy
was $135,000 and $60,000 for fiscal years 2022 and 2021, respectively, which was quantified during the year-end close and audit process
and not deemed material.

Kindly address any comments
or questions that you may have concerning this letter to me (tel.: (949) 735-6020; ken@ault.com).

    Very truly yours,

    /s/ Kenneth Cragun

    Kenneth Cragun, Chief Financial Officer

cc: Milton C. (Todd) Ault, III

  Henry Nisser, Esq.

United States securities and exchange commission logo
June 7, 2023
Henry C.W. Nisser, Esq
President and General Counsel
Ault Alliance, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:Ault Alliance, Inc.
Form 10-K/A for the Fiscal Year Ended December 31, 2022
Filed May, 2023
Response Dated February 27, 2023
File No. 001-12711
Dear Henry C.W. Nisser, Esq:
            We have reviewed your February 27, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
January 23, 2023 letter.
Form 10-K/A for the Fiscal Year Ended December 31, 2022
Consolidated Statements of Cash Flows, page F-13
1.We have reviewed your response to comment 2 and note that you currently classify
proceeds from the sale of cryptocurrencies within operating activities on your statements
of cash flows.  Citing specific guidance in ASC 230, please tell us how you determined
that classification within operating activities, as opposed to investing activities, was
appropriate.

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameAult Alliance, Inc.
 June 7, 2023 Page 2
 FirstName LastName
Henry C.W.  Nisser, Esq
Ault Alliance, Inc.
June 7, 2023
Page 2
Notes to Consolidated Financial Statements
Revenue Recognition
Bitcoin Mining, page F-20
2.You indicate within your response to comment 4 that you would clarify in future filings
that your customer, as defined in ASC 606-10-20, is the mining pool operator with whom
you agreed to the terms of service and user service agreement.  Please ensure you provide
this disclosure within future filings.  If you did clearly and explicitly
disclose such information within your filings made subsequent to our prior comment
letter, please clarify where you have provided the disclosures.
3.We note your response to comment 5 and the statements within your responses to
comments 9 and 10 of your response letter dated September 30, 2022 that your mining
pool agreement is cancelable at any time by either party without penalty.  Please reconcile
such statement to the disclosure on page F-20 of your Form 10-K/A for the fiscal year
ended December 31, 2022, that your contracts with mining pool operators  “are terminable
at any time by and at no cost to the Company, and by the pool operator under certain
conditions specified in the contract."  Address the reasons for this apparent inconsistency
and tell us in sufficient detail the “certain conditions” that allow pool operators to cancel
the agreements.  Explain to us how the contractual terms impacted your ASC 606
determinations of contract inception for the measurement of non-cash consideration and
how it impacts your assessment of the duration of the contracts for accounting
purposes.
Bitcoin, page F-21
4.As previously stated in prior comment 6, we believe ASC 350-30-35-19 indicates
impairment exists whenever carrying value exceeds fair value and thus we believe your
accounting policy should be corrected to comply with that requirement.  Please also
quantify for us the effect of correcting your policy on the financial statement periods
presented and tell us whether such correction is material and the reasons why or why not.
            You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or Kevin Woody,
Accounting Branch Chief, at (202) 551-3629 if you have questions regarding comments on the
financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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May 23, 2023

VIA EDGAR

Division of Corporation Finance

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Attn: Michael Killoy and Perry Hindin

 Re: Ault Alliance, Inc.
 Amendment No. to Schedule TO-I
 Filed May 19, 2023

                                                                   File No. 005-50273

Ladies and Gentleman:

We acknowledge receipt of
the verbal comment from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), on
May 22, 2023 (the “Staff Comment”), with regard to the above-referenced Amendment No. 6 to Schedule TO-I (“Amendment
No. 6”). We have reviewed the Staff Comment with our client, Ault Alliance, Inc., a Delaware corporation (the “Company”),
and provide the following response on its behalf. For ease of reference, the Staff Comment is reproduced in italicized form below. Terms
that are not otherwise defined have the meanings ascribed to them in the Second Amended and Restated Offer to Exchange filed by the Company
on May 4, 2023 (the “Offer to Exchange”).

 1. Please provide a detailed description of the logistical issue which caused the Company to terminate the
Offer.

Response: On May 18,
2023, after announcing the extension of the Offer, the Exchange Agent and Information Agent received notice from the Depositary Trust
Company (“DTC”) that the DTC viewed the Company’s 300 for one reverse stock split as a change in the Offer that disallowed
an extension due to its effect on the Company’s CUSIP number. The DTC informed the Exchange Agent, Information Agent and the Company
that as the Offer was launched using the pre-reverse stock split CUSIP number for the Common Stock, the DTC would be unable to retain
or accept additional shares of Common Stock after the extension with the post-reverse stock split CUSIP number, unless a new exchange
offer was commenced.

The DTC informed the Company
that it could take one of the following courses of action outlined below. The DTC also informed the Company that it required a decision
by the close of business on May 18, 2023 or it would negatively affect both the Offer and the Company’s reverse stock split. The
DTC indicated that the Company could:

May 23, 2023

Page 2

(1) terminate the Offer and
launch a new Offer under the post-reverse stock split CUSIP number (and all previously tendered shares of Common Stock would need to be
re-tendered in the new exchange offer);

(2) terminate the Offer;

(3) accept the shares of Common
Stock that were tendered prior to the extension on a pre-reverse split basis and close the Offer, while launching a new exchange offer
for the remainder under the new CUSIP number; or

(4) accept the shares tendered
prior to the reverse stock split and not conduct a new exchange offer.

The Company’s obligation
to exchange shares pursuant to the Offer was subject to several conditions, including, a condition that specified that: (1) there shall
not have occurred or be likely to occur any event that could reasonably be expected to materially adversely affect the settlement of the
Offer; and (2) there shall have been validly tendered and not withdrawn at least 100,000,000 shares of Common Stock.

The DTC’s inability
to accept shares tendered on post-reverse split basis materially affected the Company’s ability to settle the Offer as the DTC would
not accept Common Stock with the post-split CUSIP number after the extension date, unless the Company launched a new offer. In addition,
only 29,623,948 shares of Common Stock were tendered in the Offer prior to its extension. With the DTC’s inability to accept shares
on a post-reverse split this meant that the 100,000,000 minimum share closing condition was not satisfied at the Expiration Date and could
not be satisfied upon extension. Based on the foregoing the Company determined that options (3) and (4) were not acceptable as the Company
would not be able to meet its minimum share requirement. The Company determined that option (1) was also unacceptable because it meant
terminating the Offer and relaunching it, which provided no guarantee that the shares would be tendered again in a new offering. Given
these facts, the Company terminated the Offer due to the failure to satisfy the above stated closing conditions.

* * *

May 23, 2023

Page 3

Should
any member of the Staff have any questions concerning the enclosed materials or desire any further information or clarification in respect
of Amendment No. 6, please do not hesitate to contact me at (212) 451-2252.

    Sincerely,

    /s/ Kenneth A. Schlesinger

    Kenneth A. Schlesinger

cc: Claudia Dubón, Esq.

                                                                                Henry Nisser, President and General Counsel

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April 20, 2023

VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL

Division of Corporation Finance

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Attn: Michael Killoy and Perry Hindin

 Re: Ault Alliance, Inc.
 Schedule TO-I
 Filed March 31, 2023

                                                                   File No. 005-50273

Ladies and Gentleman:

We acknowledge receipt of
the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), dated
April 13, 2023 (the “Staff Letter”), with regard to the above-referenced Schedule TO-I (the “Schedule TO”). We
have reviewed the Staff Letter with our client, Ault Alliance, Inc., a Delaware corporation (the “Company”), and provide the
following responses on its behalf. For ease of reference, the comments in the Staff Letter are reproduced in italicized form below. Concurrently
with the submission of this letter, the Company is filing via the SEC’s EDGAR system Amendment No. 1 to the Schedule TO (the “Amendment”)
that reflects the revisions described in this letter. Terms that are not otherwise defined have the meanings ascribed to them in the Offer
to Exchange filed by the Company on March 31, 2023 (the “Offer to Exchange”).

Schedule TO-I filed March 31, 2023

General

 1. Given that Common Stock may only be tendered in increments of 200 shares, please advise holders who wish
to participate but hold less than 200 shares what actions they can take if they wish to participate in the Offer.

Response: We acknowledge the Staff’s
comment and have revised the Offer to Exchange in the Amendment to include the following disclosure:

April 20, 2023

Page 2

“If you own less than
200 shares of Common Stock you may not participate in the Offer. If you desire to participate in the Offer, then you must purchase more
shares of Common Stock such that you own at least 200 shares. Upon owning 200 shares of Common Stock you may participate in the Offer,
subject to the terms and conditions of the Offer.”

 2. Given that if the Offer is fully subscribed, 80% of the Company’s outstanding Stock as of March
28, 2023 will be purchased, please advise why the Offer is not the first step in a going-private transaction subject to Exchange Act Rule
13e-3. We note that Rule 13e- 3(g)(2) does not appear to be applicable to this transaction given that the Series H Preferred Stock do
not have any voting rights (except as required by law) or the right to any capital appreciation. Please note that Exchange Act Rule 13e-3
applies to a transaction that independently may not constitute a Rule 13e-3 transaction but is effected “as a part, or in furtherance,
of” a series of transactions that, taken together, have a reasonable likelihood or purpose of producing the requisite effects. See
Question & Answer No. 4 of Exchange Act Release No. 34-17719 and In re William A. Wilkerson and The Phoenix Group of Florida, Inc.,
Exchange Act Release No. 34-48703. Furthermore, in the absence of an intent of producing or facilitating the production of any of the
effects specified in Rule 13e-3(a)(3)(ii), we believe that the determination of whether the transaction is reasonably likely to produce
any of the requisite effects must be based in part upon consideration of “past, current and planned” transactions. In light
of the foregoing, please advise us why the Offer should not be deemed to constitute the first step in a series of transactions having
a “going private effect” within the meaning of Rule 13e-3(a)(3)(ii).

Response: We acknowledge
the Staff’s comment and have revised the Offer to Exchange in the Amendment to add a condition that the Offer will not result in
the delisting of the Common Stock from the NYSE American.

We respectfully submit that
the Offer is not the first step in a going-private transaction under Rule 13e-3 of the Exchange Act. A going-private transaction or “Rule
13e-3 transaction” under Rule 13e-3(a)(3) is a transaction that has a “reasonable likelihood or a purpose” of causing
any class of public equity securities of the target company to be either eligible for termination from registration or reporting obligations
under the Exchange Act or removed from listing on a national securities exchange.

The Company’s purpose
is not to cause the Common Stock to be eligible for termination from registration or reporting obligations under the Exchange Act or to
be removed from listing on a national securities exchange. As stated in the Offer to Exchange the Company is attempting to provide its
stockholders with what it believes is a security that more accurately reflects the Company’s accomplishments and intrinsic value.
Further, the Offer is part of the Company’s continued efforts to meet the NYSE American’s listing standards. In addition,
the Company is seeking to list the Series H Preferred Stock on the NYSE American and intends to maintain the Common Stock listing on the
NYSE American.

April 20, 2023

Page 3

Furthermore, as set forth
in the Q&A No. 4 in SEC Release 34-17719 (the “Release”), “in the absence of a purpose of producing or facilitating
the production of any of the specified effects, the determination of whether a transaction or series of transactions is likely to produce
any of such effects must take into account past, current and planned transactions by the issuer, its affiliates and others, as well as
other factors which may contribute to the production of such effects.”

The Company asserts that the
Offer is not reasonably likely to produce any of the above mentioned effects related to a going-private transaction. First, the Company
has approximately 39 record holders of Common Stock, which is less than the 300 record holders of Common Stock that would make the Company
eligible to terminate its registration and reporting obligations under the Exchange Act. As such, the Offer does not make it any more
likely that the Company will be eligible for deregistration or termination of the reporting obligations under the Exchange Act. If the
Company desired to deregister and terminate its reporting obligations under the Exchange Act, it would not need to do so through the Offer.
Second, the Company has added a closing condition that the Offer will not result in the delisting of the Common Stock from the NYSE American.
We would note that under the NYSE American Company Guide, the number of shareholders of a listed company must be greater than 400 as determined
at the beneficial holder level, including a look-through of custodians, brokers and banks to the underlying beneficial owners. As of the
date of this letter, the Company has in excess of [6,000] beneficial owners of its Common Stock. Third, the Company does not have any
past, current or planned transactions that contemplate the Company’s going-private within the meaning of Section 13e-3 of the Exchange
Act. Finally, as indicated earlier, the Offer is part of the Company’s continued efforts to meet the NYSE American’s listing
standards and the Company is seeking to list the Series H Preferred Stock on the NYSE American.

Based upon the facts and circumstances
described above, the Company does not believe that the Offer constitutes a Rule 13e-3 transaction as defined in Rule 13e-3(a)(3).

Disclaimer Regarding Forward-Looking Statements,
page 1

 3. We note the statement in the first sentence that the materials contain “forward-looking statements
that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934.” The safe
harbor provisions of the Private Securities Litigation Reform Act do not apply to statements made in connection with a tender offer. See
Section 27A (b)(2)(c) of the Securities Act of 1933 and Section 21E(b)(2)(c) of the Securities Exchange Act of 1934. Please revise or
delete the first sentence of this section accordingly. We also note the statement that “[w]e undertake no obligation to update these
forward-looking statements to reflect events or circumstances occurring after the date of these Offer Documents.” Such statement
is inconsistent with the Company’s obligation to amend and promptly disseminate revised information in the event that its existing
disclosure materially changes. See Exchange Act Rule 13e-4(c)(3), (d)(2) and (e)(3). Please revise such statement accordingly.

April 20, 2023

Page 4

Response: We acknowledge
the Staff’s comment and have revised the Offer to Exchange in the Amendment to delete the aforementioned statements.

Expiration Date; Extensions; Amendments, page
17

 4. We note the following statement that the Company “expressly reserve[s] the right to delay acceptance
of any shares of Common Stock, to extend the Offer, or to terminate the Offer and not accept the shares of Common Stock not previously
tendered, in each case in our sole discretion.” We also note statements throughout the Offer to Exchange that the Company may “terminate
the Offer….for any...reason if we so elect.” Please advise how the Company’s ability to terminate the Offer in its
sole discretion, unrelated to the triggering of a listed condition, does not render the Offer illusory under Section 14(e) of the Exchange
Act. Alternatively, please revise to state that the Company may do so only upon the failure of one or more of the Offer conditions.

Response: We acknowledge
the Staff’s comment and have revised the Offer to Exchange in the Amendment to state that the Company may terminate only upon failure
to satisfy the conditions to the Offer.

Conditions to the Completion of the Offer,
page 23

 5. Refer to the condition listed in the fifth bullet point on page 23. A tender offer may be conditioned
on a variety of events and circumstances, provided that they are not within the direct or indirect control of the Company. The conditions
also must be drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied. The disclosure
in this bullet point includes the term “threatened” in describing an action. With a view towards revised disclosure, please
advise what is meant by the term “threatened” and how it may be objectively determinable. Refer to Question 101.01 of the
Tender Offer Rules and Schedules Compliance and Disclosure Interpretations (March 17, 2023).

Response: We acknowledge
the Staff’s comment and have revised the Offer to Exchange in the Amendment to delete the reference to the word “threatened”
in the aforementioned condition.

 6. Refer to the condition listed in the sixth bullet point on page 23, clauses (ii), (iv) and (vi) and our
preceding comment. With a view towards disclosure, please advise what is meant by, and quantify if possible, “any significant adverse
change in the price of securities generally in the United States or other major securities markets.” In addition, given recent events,
revise to clarify what is meant by “any suspension of payments with respect to banks in the United States.” Specifically explain
whether this condition is triggered by a suspension of payments by one or more than one (specify how many) banks in the United States.
If this condition was triggered by recent events, please so indicate and revise to explain how the Company intends to proceed. Finally,
please advise if clause (vi) has been triggered given the use of the phrase “indirectly involving the United States” and if
so, how the Company intends to proceed.

April 20, 2023

Page 5

Response: We acknowledge
the Staff’s comment and have revised the Offer to Exchange in the Amendment to revise the condition listed in the sixth bullet point
to read as follows:

“there shall not have
occurred (i) any general suspension of, or limitation on prices for, trading in securities in the United States securities or financial
markets, (ii) a decrease of more than [15]% in the sale price of the shares on the NYSE American or decrease of more than 10% in the general
level of market prices for equity securities in the United States of the New York Stock Exchange Index, the Dow Jones Industrial Average,
the NASDAQ Global Market Composite Index or Standard & Poor’s Composite Index of 500 Industrial Companies, in each case measured
from the close of trading on March 30, 2023, the last full trading day prior to the commencement of the Offer, (iii) a material impairment
in the trading market for debt securities in the United States, (iv) a declaration of a banking moratorium or any systemic suspension
of payments in respect to banks in the United States or other major financial markets that is material to the Company, (v) any limitation
(whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or
other event that might affect the extension of credit by banks or other lending institutions, (vi) a commencement of a war, armed hostilities,
terrorist acts or other national or international calamity directly involving the United States or indirectly involving the United States,
which results in material involvement by the United States, or (vii) in the case of any of the foregoing existing on the date hereof,
a material acceleration or worsening thereof.”

Historical and Unaudited Pro Forma Financial
Data, page 50

 7. We note your Schedule TO incorporates by reference audited financial statements for the years ended December
31, 2021 and 2020 but does not include audited financial statements for the year ended December 31, 2022. The summarized financial information
included in the Offer to Exchange covers the same periods. Please amend the Schedule TO to include audited financial statements for the
year ended December 31, 2022. If such amendment will incorporate this financial information by reference instead of disclosing it directly
in the Schedule TO, the disclosure materials disseminated to security holders must contain at least summarized financial information.
Refer to Item 10 of Schedule TO, Item 1010 of Regulation M-A and telephone interpretation I.H.7 in the July 2001 supplement to our “Manual
of Publicly Available Telephone Interpretations” available on the Commission’s website at https://www.sec.gov/interps/telephone/phone
supplement3.htm. Additionally, please ensure sufficient time remains following dissemination of the new disclosure materials for shareholders
to evaluate the updated financial information. See Exchange Act Rule 13e-4(c)(3), (d)(2), (e)(3) and footnote 70 to Release No. 23421
(July 11, 1986).

Response: We acknowledge
the Staff’s comment and have revised the Offer to Exchange in the Amendment to incorporate by reference the financial information
for the fiscal year ended December 31, 2022 and include summarized financial information for the fiscal year ended December 31, 2022.

April 20, 2023

Page 6

Incorporation of Documents by Reference, page
54

 8. We note that you attempt to incorporate by reference into the offer document all filings made subsequent
to the date of the Offer to Exchange and before the expiration of the Offer. Schedule TO does not expressly authorize such “forward
incorporation by reference.” Rather, General Instruction F of Schedule TO specifies how you may incorporate by reference. Please
revise.

Response: We acknowledge
the Staff’s comment and have revised the Offer to Exchange in the Amendment to delete the “forward incorporation by reference”
language.

* * *

Should
any member of the Staff have any questions concerning the enclosed materials or desire any further information or clarification in respect
of the Schedule TO, please do not hesitate to contact me at (212) 451-2252.

    Sincerely,

    /s/ Kenneth A. Schlesinger

    Kenneth A. Schlesinger

    cc:
    Claudia Dubón, Esq.

    Henry Nisser, President and General Counsel

United States securities and exchange commission logo
April 13, 2023
Henry Nisser
President & General Counsel
Ault Alliance, Inc.
11411 Southern Highlands Pkwy #240
Las Vegas, NV 89141
Re:Ault Alliance, Inc.
Schedule TO-I
Filed March 31, 2023
File No. 005-50273
Dear Henry Nisser:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed March 31,2023
General
1.Given that Common Stock may only be tendered in increments of 200 shares, please
advise holders who wish to participate but hold less than 200 shares what actions they can
take if they wish to participate in the Offer.
2.Given that if the Offer is fully subscribed, 80% of the Company's outstanding Stock as of
March 28, 2023 will be purchased, please advise why the Offer is not the first step in a
going-private transaction subject to Exchange Act Rule 13e-3.  We note that Rule 13e-
3(g)(2) does not appear to be applicable to this transaction given that the Series H
Preferred Stock do not have any voting rights (except as required by law) or the right to
any capital appreciation.  Please note that Exchange Act Rule 13e-3 applies to a
transaction that independently may not constitute a Rule 13e-3 transaction but is effected
“as a part, or in furtherance, of” a series of transactions that, taken together, have a
reasonable likelihood or purpose of producing the requisite effects. See

 FirstName LastNameHenry Nisser
 Comapany NameAult Alliance, Inc.
 April 13, 2023 Page 2
 FirstName LastNameHenry Nisser
Ault Alliance, Inc.
April 13, 2023
Page 2
Question & Answer No. 4 of Exchange Act Release No. 34-17719 and In re William A.
Wilkerson and The Phoenix Group of Florida, Inc., Exchange Act Release No. 34-
48703.  Furthermore, in the absence of an intent of producing or facilitating the
production of any of the effects specified in Rule 13e-3(a)(3)(ii), we believe that the
determination of whether the transaction is reasonably likely to produce any of the
requisite effects must be based in part upon consideration of “past, current and planned”
transactions. In light of the foregoing, please advise us why the Offer should not be
deemed to constitute the first step in a series of transactions having a “going private
effect” within the meaning of Rule 13e-3(a)(3)(ii).
Disclaimer Regarding Forward-Looking Statements, page 1
3.We note the statement in the first sentence that the materials contain "forward-looking
statements....that are subject to the safe harbors created under the Securities Act of 1933
and the Securities Exchange Act of 1934."  The safe harbor provisions of the Private
Securities Litigation Reform Act do not apply to statements made in connection with a
tender offer.  See Section 27A (b)(2)(c) of the Securities Act of 1933 and Section
21E(b)(2)(c) of the Securities Exchange Act of 1934.  Please revise or delete the first
sentence of this section accordingly.  We also note the statement that “[w]e undertake no
obligation to update these forward-looking statements to reflect events or circumstances
occurring after the date of these Offer Documents.”  Such statement is inconsistent with
the Company’s obligation to amend and promptly disseminate revised information in the
event that its existing disclosure materially changes.  See Exchange Act Rule 13e-4(c)(3),
(d)(2) and (e)(3).  Please revise such statement accordingly.
Expiration Date; Extensions; Amendments, page 17
4.We note the following statement that the Company "expressly reserve[s] the right to delay
acceptance of any shares of Common Stock, to extend the Offer, or to terminate the Offer
and not accept the shares of Common Stock not previously tendered, in each case in our
sole discretion." We also note statements throughout the Offer to Exchange that the
Company may "terminate the Offer....for any...reason if we so elect."  Please advise how
the Company's ability to terminate the Offer in its sole discretion, unrelated to the
triggering of a listed condition, does not render the Offer illusory under Section 14(e) of
the Exchange Act.  Alternatively, please revise to state that the Company may do so only
upon the failure of one or more of the Offer conditions.
Conditions to the Completion of the Offer, page 23
5.Refer to the condition listed in the fifth bullet point on page 23.  A tender offer may be
conditioned on a variety of events and circumstances, provided that they are not
within the direct or indirect control of the Company. The conditions also must be
drafted with sufficient specificity to allow for objective verification that the conditions
have been satisfied. The disclosure in this bullet point includes the term “threatened”
in describing an action. With a view towards revised disclosure, please advise what is

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 April 13, 2023 Page 3
 FirstName LastNameHenry Nisser
Ault Alliance, Inc.
April 13, 2023
Page 3
meant by the term “threatened” and how it may be objectively determinable.  Refer to
Question 101.01 of the Tender Offer Rules and Schedules Compliance and Disclosure
Interpretations (March 17, 2023).
6.Refer to the condition listed in the sixth bullet point on page 23, clauses (ii), (iv) and (vi)
and our preceding comment.  With a view towards disclosure, please advise what is meant
by, and quantify if possible, "any significant adverse change in the price of securities
generally in the United States or other major securities markets." In addition, given recent
events, revise to clarify what is meant by "any suspension of payments with respect to
banks in the United States." Specifically explain whether this condition is triggered by a
suspension of payments by one or more than one (specify how many) banks in the United
States. If this condition was triggered by recent events, please so indicate and revise to
explain how the Company intends to proceed. Finally, please advise if clause (vi) has been
triggered given the use of the phrase "indirectly involving the United States" and if so,
how the Company intends to proceed.
Historical and Unaudited Pro Forma Financial Data, page 50
7.We note your Schedule TO incorporates by reference audited financial statements for the
years ended December 31, 2021 and 2020 but does not include audited financial
statements for the year ended December 31, 2022.  The summarized financial information
included in the Offer to Exchange covers the same periods.  Please amend the Schedule
TO to include audited financial statements for the year ended December 31, 2022.  If such
amendment will incorporate this financial information by reference instead of disclosing it
directly in the Schedule TO, the disclosure materials disseminated to security holders must
contain at least summarized financial information.  Refer to Item 10 of Schedule TO, Item
1010 of Regulation M-A and telephone interpretation I.H.7 in the July 2001 supplement to
our “Manual of Publicly Available Telephone Interpretations” available on the
Commission’s website at https://www.sec.gov/interps/telephone/phonesupplement3.htm.
Additionally, please ensure sufficient time remains following dissemination of the new
disclosure materials for shareholders to evaluate the updated financial information.  See
Exchange Act Rule 13e-4(c)(3), (d)(2), (e)(3) and footnote 70 to Release No. 23421 (July
11, 1986).
Incorporation of Documents by Reference, page 54
8.We note that you attempt to incorporate by reference into the offer document all filings
made subsequent to the date of the Offer to Exchange and before the expiration of the
Offer.  Schedule TO does not expressly authorize such "forward incorporation by
reference."  Rather, General Instruction F of Schedule TO specifies how you may
incorporate by reference.  Please revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameHenry Nisser
 Comapany NameAult Alliance, Inc.
 April 13, 2023 Page 4
 FirstName LastName
Henry Nisser
Ault Alliance, Inc.
April 13, 2023
Page 4
            Please direct any questions to Michael Killoy at (202) 551-7576 or Perry Hindin at (202)
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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AULT ALLIANCE, INC.

11411 Southern Highlands Parkway, Suite 240

Las Vegas, NV 89141

February 27, 2023

Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Attn.: Kevin Woody and Andrew Blume

  Re:

  Ault Alliance, Inc.
Form 10-K for
the Fiscal Year Ended December 31, 2021

Filed April 15,
2022

Form 10-Q for
the Quarterly Period Ended September 30, 2022

Filed November
21, 2022

Response Dated
January 23, 2022

File No. 001-12711

Dear Mr. Woody and Mr. Blume:

Ault Alliance, Inc. (the “Company”)
hereby submits a response to comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its letter dated January 23, 2023 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 2021 (“Form 10-K”) and the Company’s Form 10-Q for the Quarterly Period Ended September
30, 2022 (“Form 10-Q”) referenced above.

The Company’s responses are numbered to
correspond to the Staff’s comments. For your convenience, the Staff’s comment contained in the Comment Letter has been restated
below in its entirety, with the Company’s response set forth immediately beneath such comment.

Form 10-K for the Fiscal Year Ended December
31, 2021

Business

BitNile, Inc., page 7

Comment No. 1. We note your disclosure
on page 12 that you store digital currencies at NYDIG ABL LLC, which you represent is a regulated, audited and insured cryptocurrency
custodian, and that the custody arrangements require that you “mine to a custodial wallet address where the private key is held
by the custodian and all keys for the wallet are held in cold storage.” Please confirm for us that you are the counterparty to the
custody arrangements, the number of arrangements, and describe your material rights and obligations under such arrangements. Also describe
the nature of the asset you have under the custody arrangements, such as a digital asset, derivative asset, or other asset, and provide
your supporting accounting analysis with citation to authoritative literature.

Response No. 1. We confirm that we are
the counterparty to one custody arrangement. The custodied assets are stored and held in an account, in the Company’s name, for
our benefit and the custodian has no right, interest, or title in those custodied assets. The custodied assets are at all times identifiable
on the blockchain and in custodian’s database as being stored in the account for the benefit of the Company.

In future filings we will make clear that the
custodian has custody of our “Bitcoin” digital assets (or “Currencies” or “Currency”) of which the
nature of the Bitcoin assets are described within Item 1 of our 10-K’s. We account for these currencies in accordance with ASC 350
as indefinite lived intangible assets which are initially recorded at fair value. Pursuant to guidance from ASC 820, the Company determines
the nonrecurring fair value measurement using the quoted price of the Currency to determine if there is an impairment of the digital currencies
held on the balance sheet at least quarterly or if impairment indicators exist. If it’s determined fair value is less than carrying
value we will recognize an impairment loss to adjust the carrying value to the current fair value.

Comment No. 2. We note your response
to comment 7 and that you began converting Bitcoin into fiat currency subsequent to December 31, 2021. Please clarify how you presented
the conversion of Bitcoin into fiat currency in your statements of cash flows for the interim period ended September 30, 2022.

Response No. 2. As no explicit guidance
is given within ASC 230 for the conversion of digital currencies and as there had been some divergence in industry practices, we presented
the conversion of Bitcoin to fiat currency in the September 30, 2022 Form 10-Q with cash flows from investing activities. Upon further
consideration, we believe that this activity would be better reflected within cash provided by operating activities as cash flows from
the sale of Bitcoin are used to fund our business operations. Additionally, we do not currently hold any digital assets as investments.
In the future we will include cash flows from the conversion of Bitcoin to fiat currency within cash provided by operating activities
in our statements of cash flows.

3. Basis of Presentation and Significant
Accounting Policies

Revenue Recognition

Lending and Trading, page F-17

Comment No. 3. We note your response
to comment 8. Please tell us your accounting treatment for digital currencies you pledge as collateral for debt and provide supporting
accounting analysis, such as ASC 610-20. In your response, tell us if the counterparty has the right to pledge, rehypothecate, transfer
or otherwise use the digital currency pledged as collateral.

Response No. 3. We have one security agreement
in which we pledge Bitcoin as collateral in relation to an installment loan. The counterparty does not have the right to pledge, rehypothecate,
transfer or use the digital currency pledged as collateral unless we default on the loan. As such, we did not reclassify the BTC according
to ASC 860-30-40 and present the BTC as encumbered. This collateralized loan was part of a unique agreement that is not considered or
expected to be an ongoing policy or practice of the Company, it was not considered a sale of assets in accordance with ASC 860-10-40-5,
nor was it considered material as the fair value of the Bitcoin at period end was less than one half of one percent of our noncurrent
assets. Due to the considerations above, primarily materiality, while performing our disclosure analysis pursuant to ASC 210-20-55-12
and preparing the financial statements we did not present pledged digital currencies as a separate line item within our condensed consolidated
balance sheets and deemed it was not necessary to include a related accounting policy note or other disclosures as of September 30, 2022.

Blockchain Mining, page F-17

Comment No. 4. We note your responses
to comments 4 and 9 are inconsistent. Please reconcile these responses by clearly identifying for us and disclosing your customer, as
that term is defined in ASC 606-10-20. For example, both responses indicate you have a contract with the mine pool operator in which you
promise to provide computing power and do not indicate the presence of a contract with the mining pool.

Response No. 4. In future filings we will
clarify that our customer, as defined in ASC 606-10-20, is with the mining pool operator with whom we agreed to the terms of service and
user service agreement. We supply computing power, in exchange for consideration, to the pool operator who in turn provides transaction
verification services to third parties via a mining pool that includes other participants.

Comment No. 5. In responses 9 and 10,
you describe that you measure noncash consideration nightly. We are unable to reconcile this accounting convention to the ASC 606 requirements
related to the required measurement of noncash consideration. We also note that under fully pay per share, there appears to be variability
in the fair value of the noncash consideration after contract inception because of both the form of consideration, as well as for reasons
other than the form of consideration, such as the total hash rate contributed. Please revise your accounting policy to comply with ASC
606-10-32-23. Also tell us the effect of this revision on the historical reporting periods depicted in your filing and whether you believe
such difference is material and the reasons for your determination. Please also respond to the second and third bullets of prior comment
10.

Response No. 5. As stated in the terms
of our service contract with the pool operator, we are able to continuously determine if we will provide hash rate or not provide hash
rate without penalty (response to second bullet of question 10). The moment to moment decision to provide hash rate to the pool operator
is considered to be contract inception and the performance obligation is satisfied when the hash rate processing power is provided. Per
ASC 606-10-32-5, we estimate the most likely amount (in accordance with ASC 606-10-32-8b) to which the entity will be entitled through
the use of a third-party software tool that precisely tracks the computing power we provide to the mining pool operator and estimates
the revenue generated from total hash expected to be contributed, and on current market conditions (block payout metrics) during a successful
block attempt (how much our reward may be impacted by the amount of hash we contribute) (our response to bullet three of question 10).
We believe this estimate to be in accordance with ASC 606-10-32-23 as the variability of the consideration is for reasons related to the
form of consideration and for reasons other than the form of consideration, we therefore apply the guidance only to the variability resulting
from reasons other than the form of consideration (i.e., how much hash we contributed multiplied by the estimated block payout metrics
for the day which is estimated daily, approximating the ongoing contract inception).

Due to practicality purposes, we have historically
measured noncash consideration nightly rather than at the potentially continuous contract inception. The change in market conditions of
Bitcoin rates throughout the day compared to the end of each day (our nightly fair value measurement) has not been material. We have performed
a sensitivity analysis and determined that the difference between the rate at the end of the day compared to the high and low intra-day
rates was approximately 2%, or plus or minus approximately $59,000 to 65,000 for the year ended December 31, 2021 and approximately 2%
or plus or minus approximately $245,000 to $267,000 for the nine months ended September 30, 2022.

We will revise our disclosure to provide more
detail of our accounting policy and considerations regarding ASC 606-10-32-23 within our future filings.

Digital Currencies, page F-21

Comment No. 6. We are unable to reconcile
your accounting convention of determining the price of bitcoin nightly with the requirements of ASC 350-30-35-19, which indicates impairment
exists whenever carrying value exceeds fair value. Please revise your accounting to comply with ASC 350-30-35-19.

Response No. 6. We will revise our accounting
to comply with ASC 350-30-35-19 and conform our disclosure related to digital currency fair value impairment testing. We will remove the
reference to a “nightly” measurement when determining fair value for impairment testing and instead reference Bitcoin intraday
lows as the measurement used for fair value testing.

8. Digital Currencies, page F-30

Comment No. 7. We note your response
to comment 14. Please ensure you provide a rollforward of each material holding of crypto assets in all future filings. We did not see
a rollforward within your Form 10-Q for the period ended September 30, 2022.

Response No. 7. We will include a rollforward
of our crypto asset holdings, showing additions, disposals (by sale or otherwise), gains and losses, along with disclosure about the nature
of the additions (e.g. purchases, mining or staking rewards) and/or disposals within all future filings.

Form 10-Q for the Quarterly Period Ended
September 30, 2022

7. Property and Equipment, Net, page F-17

Comment No. 8. We note that you had
Bitcoin miners with a carrying value of $38 million with Compute North Holdings, Inc. at the time they filed for Chapter 11 bankruptcy.
Please tell us in sufficient detail how you determined that the mining equipment was not impaired as of September 30, 2022. In doing so,
tell us if the bankruptcy triggered an interim impairment assessment under ASC 360-10-35-21.

Response No. 8. Prior to filing, we inspected
the Bitcoin miners that are installed at the hosting facility in Texas and observed the following:

 · We were not restricted from accessing our mining
equipment at the hosting facility in Texas;

 · The Bitcoin miners were inspected and appeared
to be in good condition;

 · At the reporting date we were in discussions
with operator of the facility to energize the equipment to allow us to begin mining operations; and

 · At the time of the filing management fully intended
and expected the miners to begin mining within two to four weeks.

Based on the above, we expected the mining equipment
to be operational within a reasonable timeframe, which did not trigger an interim impairment assessment.

*    *    *

Should you have any questions regarding the foregoing,
please do not hesitate to contact the undersigned at (949) 444-5464 or our General Counsel, Henry Nisser at (646) 650-5044.

    Very truly yours,

     /s/ Kenneth S. Cragun

    Kenneth S. Cragun

    Chief Financial Officer

United States securities and exchange commission logo
January 23, 2023
Henry C.W. Nisser, Esq
President and General Counsel
Ault Alliance, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:Ault Alliance, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 15, 2022
Form 10-Q for the Quarterly Period Ended September 30, 2022
Filed November 21, 2022
Response Dated September 30, 2022
File No. 001-12711
Dear Henry C.W. Nisser, Esq:
            We have reviewed your September 30, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 16, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Business
BitNile, Inc., page 7
1.We note your disclosure on page 12 that you store digital currencies at NYDIG ABL
LLC, which you represent is a regulated, audited and insured cryptocurrency custodian,
and that the custody arrangements require that you “mine to a custodial wallet address
where the private key is held by the custodian and all keys for the wallet are held in cold
storage.”  Please confirm for us that you are the counterparty to the custody arrangements,
the number of arrangements, and describe your material rights and obligations under such

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameAult Alliance, Inc.
 January 23, 2023 Page 2
 FirstName LastNameHenry C.W.  Nisser, Esq
Ault Alliance, Inc.
January 23, 2023
Page 2
arrangements.  Also describe the nature of the asset you have under the custody
arrangements, such as a digital asset, derivative asset, or other asset, and provide your
supporting accounting analysis with citation to authoritative literature.
Consolidated Statements of Cash Flows, page F-12
2.We note your response to comment 7 and that you began converting Bitcoin into fiat
currency subsequent to December 31, 2021.  Please clarify how you presented the
conversion of Bitcoin into fiat currency in your statements of cash flows for the interim
period ended September 30, 2022.
3. Basis of Presentation and Significant Accounting Policies
Revenue Recognition
Lending and Trading, page F-17
3.We note your response to comment 8.  Please tell us your accounting treatment for digital
currencies you pledge as collateral for debt and provide supporting accounting analysis,
such as ASC 610-20.  In your response, tell us if the counterparty has the right to pledge,
rehypothecate, transfer or otherwise use the digital currency pledged as collateral.
Blockchain Mining, page F-17
4.We note your responses to comments 4 and 9 are inconsistent.  Please reconcile these
responses by clearly identifying for us and disclosing your customer, as that term is
defined in ASC 606-10-20.  For example, both responses indicate you have a contract
with the mine pool operator in which you promise to provide computing power and do not
indicate the presence of a contract with the mining pool.
5.In responses 9 and 10, you describe that you measure noncash consideration nightly.  We
are unable to reconcile this accounting convention to the ASC 606 requirements related to
the required measurement of noncash consideration.  We also note that under fully pay per
share, there appears to be variability in the fair value of the noncash consideration after
contract inception because of both the form of consideration, as well as for reasons other
than the form of consideration, such as the total hash rate contributed.  Please revise your
accounting policy to comply with ASC 606-10-32-23.  Also tell us the effect of this
revision on the historical reporting periods depicted in your filing and whether you believe
such difference is material and the reasons for your determination.  Please also respond to
the second and third bullets of prior comment 10.
Digital Currencies, page F-21
6.We are unable to reconcile your accounting convention of determining the price of bitcoin
nightly with the requirements of ASC 350-30-35-19, which indicates impairment exists
whenever carrying value exceeds fair value.  Please revise your accounting to comply
with ASC 350-30-35-19.

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameAult Alliance, Inc.
 January 23, 2023 Page 3
 FirstName LastName
Henry C.W.  Nisser, Esq
Ault Alliance, Inc.
January 23, 2023
Page 3
8. Digital Currencies, page F-30
7.We note your response to comment 14.  Please ensure you provide a rollforward of each
material holding of crypto assets in all future filings.  We did not see a rollforward within
your Form 10-Q for the period ended September 30, 2022.
Form 10-Q for the Quarterly Period Ended September 30, 2022
7. Property and Equipment, Net, page F-17
8.We note that you had Bitcoin miners with a carrying value of $38 million with Compute
North Holdings, Inc. at the time they filed for Chapter 11 bankruptcy.  Please tell us in
sufficient detail how you determined that the mining equipment was not impaired as of
September 30, 2022.  In doing so, tell us if the bankruptcy triggered an interim
impairment assessment under ASC 360-10-35-21.
            You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or Kevin Woody,
Accounting Branch Chief, at (202) 551-3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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BITNILE HOLDINGS, INC.

11411 Southern Highlands Parkway, Suite 240

Las Vegas, NV 89141

September 30, 2022

Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, NE

Washington, DC 20549

Attn.: Kevin Woody and Andrew Blume

 Re: BitNile Holdings, Inc.

Form 10-K for the Fiscal Year Ended
December 31, 2021

Filed April 15, 2022

File No. 001-12711

Dear Mr. Woody and Mr. Blume:

BitNile Holdings, Inc. (the “Company”)
hereby submits a response to certain comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated September 16, 2022 (the “Comment Letter”) relating to the Company’s Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2021 (“Form 10-K”) referenced above.

The Company’s responses are numbered to
correspond to the Staff’s comments. For your convenience, the Staff’s comment contained in the Comment Letter has been restated
below in its entirety, with the Company’s response set forth immediately beneath such comment.

Form 10-K for the Fiscal Year Ended December
31, 2021

Our Mining Operations, page 11

Comment No. 1. Tell us and revise your
disclosures to clarify the nature of the “fees payable in connection with obtaining the ability to enter into the contracts”
with Bitmain Technologies Limited. In doing so, explain to us and disclose how you account for them and provide us with your supporting
accounting analysis.  For example, see ASC 340-40.

Response No. 1.

The capitalized costs incurred as of December
31, 2021, in all material respects, related directly to the equipment purchased. The historical costs capitalized as of December 31, 2021
were recognized in accordance with ASC 360-10-30-1, “the historical cost of acquiring an asset includes the costs necessarily incurred
to bring it to the condition and location necessary for its intended use.”

We do not believe the guidance in ASC 340-40 is
applicable as it relates to costs related to a contract with a customer within the scope of Topic 606 on revenue from contracts with customers.
The purchase agreement with Bitmain is solely for the acquisition of Bitcoin mining equipment and is not directly related to revenue-related
contracts.

Intellectual Property, page 15

Comment No. 2. You disclose that you
have developed certain proprietary software applications for purposes of your planned cryptocurrency mining operations.  Please tell
us and disclose the nature and purpose of the proprietary software and your related accounting policy. Please reference the applicable
authoritative accounting guidance that supports your treatment.

Response No. 2.

The Company’s development efforts did not
proceed past the preliminary design phase. As of December 31, 2021, the Company had not developed any significant proprietary software,
but had primarily relied on third-party licensed software to track Bitcoin mining activities.

In future filings, we will not refer to developed
proprietary software applications for purposes of cryptocurrency mining operations.

Risks Related to Our Bitcoin Operations,
page 41

Comment No. 3. We note your reference
to GAAP on the bottom of page 43 pertaining to your discussion of energy consumption statistics.  Please clarify why you reference
GAAP when discussing energy consumption statistics and revise your disclosures as necessary.

Response No. 3.

We disclose the amount of our cost of revenues
in accordance with GAAP, which includes the cost of power consumption. This is consistent with our peer publicly traded cryptocurrency
mining companies, such as Marathon Digital Holdings, Inc. and Riot Blockchain, Inc.

Comment No. 4. Please address the following
comments related to the first risk factor on page 46:

 · We note your disclosure that you currently mine and receive transaction fees paid in Bitcoin.
It appears you provide computing power to a pool operator and get paid a transaction price for doing so, rather than mine.  It also
appears that the mine pool operators, rather than you, receive transaction fees paid in Bitcoin by participants who initiated transactions
associated with new blocks.  Please revise your disclosure accordingly.  If our understanding is not correct, please advise.

 · We note your disclosure that you "will be marking Bitcoin to fair value each quarter" and
that both realized and unrealized changes will be reflected in your statements of operations under the "value measurement model."  Citing
applicable authoritative guidance, explain to us in sufficient detail how this accounting treatment complies with GAAP.
Also reconcile these disclosures with your accounting policy on page F-21 that indicates digital currencies are accounted for as
indefinite-lived intangible assets at cost less impairment.

Response No. 4.

In future filings, we will clarify that our miners
provide computing power to a pool operator, in which all the participants’ machines mine Bitcoin as a collective group, and we get
paid the expected value of both the block reward and transaction fees for doing so, rather than mine directly for our own account. We
will further clarify that the mine pool operators receive block rewards and transaction fees paid in Bitcoin by the blockchain when the
mine pool finds new blocks. The reward and transaction fees are then shared by the pool participants based on their hash rate contributions
to the pool, less a small amount of fees.

In future filings, we will conform our risk factor
language to our accounting policy that digital currencies are accounted for as indefinite-lived intangible assets at cost less impairment.

Consolidated Statements of Operations and
Comprehensive Loss, page F-9

Comment No. 5. Please separately present
cost of revenue for each of your revenue sources.  See Rule 5-03(b)(2) of Regulation S-X.

Response No. 5.

For the year ended December 31, 2021, approximately
$21.1 million of our cost of revenue was related to the cost of tangible goods sold and $2.8 million related to cryptocurrency mining
activities. In future filings, we will separately present cost of revenue for each of our revenue sources.

     - 2 -

Consolidated Statements of Cash Flows, page
F-12

Comment No. 6. Please tell us and disclose
your accounting policy for the classification of cash flows from crypto asset sales and purchases.  Please tell us the applicable
authoritative accounting guidance that supports your treatment.

Response No. 6.

During the year ended December 31, 2021, we had
no sales or purchases of digital currencies and therefore no related cash flow activity related to sales and purchases of digital currencies.

Activity related to digital currencies was disclosed
as follows:

    Digital
 Currencies

    Balance at January 1, 2021
    $ 7,000

    Additions of mined digital currencies
      3,450,000

    Payments to vendors
      (889,000 )

    Impairment of mined cryptocurrency
      (403,000 )

    Balance at December 31, 2021
    $ 2,165,000

Comment No. 7. You disclose on page
12 that you convert Bitcoin into fiat currency on a bimonthly basis. Please reconcile this statement with your fiscal 2021 statement of
cash flows which presents $890,000 of non-cash investing and financing activities related to the "payment of accounts payable with
digital currency," but does not appear to reflect the conversion of Bitcoin into fiat currency.

Response No. 7.

During the year ended December 31, 2021, we did
not convert Bitcoin into fiat currency. The statement made on page 12 that, “Currently, we are converting Bitcoin received from
our mining activities into fiat currency on a bimonthly basis, on average, to pay for operating costs and purchase commitments for new
mining equipment” related to our activity subsequent to December 31, 2021 and was current as of the date of filing of the Form 10-K.

3. Basis of Presentation and Significant
Accounting Policies

Revenue Recognition

Lending and Trading, page F-17

Comment No. 8. Please tell us and disclose
if you lend or trade crypto assets.

Response No. 8.

To date, the Company has not had any lending or
trading activities related to crypto assets, other than digital currencies and Bitcoin mining equipment that serve as collateral securing
debt. In the future, if we lend or trade crypto assets, we will make such disclosures.

Blockchain Mining, page F-17

Comment No. 9. Please address the following
comments related to your blockchain mining revenue recognition policies and disclosures:

 · Disclose the number of mining pool operators with whom you contract and tell us the consideration you
gave to disclosing the percentage of revenue from each operator. See ASC 280-10-50-41 and -42.

 · Disclose whether your contracts are cancelable at any time by either party without penalty.

 · Disclose whether you provide computing power to the mining pool operator, as the disclosure of the
counterparty to your contracts suggests, rather than the mining pool.

 · Specify to whom you provide computing power in your description of the output of your ordinary activities
and clarify which party is principal in providing transaction verification services.  Specifically, if true, clarify that you provide
computing power to the mining pool operator with whom you contract, who in turn provides transaction verification services.

 · Provide a more fulsome description of the "Full Pay Per Share" model, including whether
you are entitled to consideration for only successful block placement by the mining pool operator and the period of time for which your proportionate
share of computing power is determined.

     - 3 -

 · Reconcile your disclosure that the fair value of cryptocurrency received is determined “at the
time of receipt” with the disclosure on page F-21 that “daily revenues” are measured using “the pricing of Bitcoin
on a nightly basis” and the disclosure that it is measured based on the “date of receipt.”  If you use other than
time of receipt, clarify what that means and provide a supporting accounting analysis.

Response No. 9.

Disclose the number of mining pool operators
with whom you contract and tell us the consideration you gave to disclosing the percentage of revenue from each operator. See ASC 280-10-50-41
and -42.

To date, we have only used one mining
pool operator. In future filings, we will disclose the number of mining pool operators and, to the extent we utilize more than one, the
percentage of revenue from each.

Disclose whether your contracts are cancelable
at any time by either party without penalty.

Our current mining pool agreement is
cancelable at any time by either party without penalty. In future filings, we will disclose whether our contracts are cancelable at any
time by either party without penalty.

Disclose whether you provide computing power
to the mining pool operator, as the disclosure of the counterparty to your contracts suggests, rather than the mining pool.

We provide computing power to the mining
pool, which is run by the mining pool operator. We will clarify this disclosure in future filings.

Specify to whom you provide computing power
in your description of the output of your ordinary activities and clarify which party is principal in providing transaction verification
services. Specifically, if true, clarify that you provide computing power to the mining pool operator with whom you contract, who in turn
provides transaction verification services.

We provide computing power to the mining
pool, which is run by the mining pool operator with whom we contract, who in turn provides transaction verification services. Based on
the terms of the agreement, in our judgment, the mining pool operator is considered the principal in providing mining pool services. We
recognize revenue, net of certain transaction fees from the mining pool operator, which are not considered material. We will clarify this
disclosure in future filings.

Provide a more fulsome description of the "Full
Pay Per Share" model, including whether you are entitled to consideration for only successful block placement by the mining pool
operator and the period of time for which your proportionate share of computing power is determined.

Pursuant to the “Full Pay Per
Share” model, both the block reward and the mining service charge are settled according to the theoretical profit. It includes the
calculation of a standard transaction fee within a certain period and distributes it to mining pool participants according to their hash
power contributions in the pool. It increases the mining pool participants’ earnings by sharing transaction fees. We will clarify
this disclosure in future filings.

Reconcile your disclosure that the fair value
of cryptocurrency received is determined “at the time of receipt” with the disclosure on page F-21 that “daily revenues”
are measured using “the pricing of Bitcoin on a nightly basis” and the disclosure that it is measured based on the “date
of receipt.” If you use other than time of receipt, clarify what that means and provide a supporting accounting analysis.

For the year ended December 31, 2021,
the fair value of cryptocurrency received was determined at the time of receipt when the Bitcoin was in our digital wallet, typically
one day after the cryptocurrency was earned. Subsequent to December 31, 2021, we began recording the fair value of cryptocurrency received
on the date it was earned based on the pricing of Bitcoin on a nightly basis. The fair value should be considered at contract inception,
which is the moment in time when we provide hash rate to the mining pool. However, since determining fair value in such a way would result
in continuous and constant minor adjustments, which is impractical, if not impossible. Instead, the fair value is determined on a nightly
basis, which, in our judgment, the timing difference between contract inception and the nightly value is not material. We will clarify
this disclosure in future filings.

     - 4 -

Comment No. 10. We note the disclosure
that your enforceable right to compensation only begins when you provide computing power to the mining pool operator.  Please
more fully describe for us, and disclose how you determined the ASC 606 contract duration.  In your response, please provide
your supporting accounting analysis and address the following:

 · Whether you have the right under your contract with the pool operator to decide at what point in time
and for what duration you will provide computing power, including whether you can start and stop providing computing power at any time;

 · How your evaluation of contract inception and contract duration considered your rights, if any, to
determine when to commence and cease providing computing power; and

 · How the amount of rewards received for providing computing power may be impacted should you start and
stop mining within the period used to determine your consideration or during a successful block attempt by the pool operator.

Response No. 10.

We do not have a formal, written contract with
our mining pool operator. Instead, by electing to participate in the mining pool, we agree to the terms of service of the mining pool
operator under their user service agreement, which is cancelable at any time by either party without penalty. We have the right under
the user service agreement to decide at what point in time and for what duration we will provide computing power, including whether we
can start and stop providing computing power at any time.

We use a third-party software tool that precisely
tracks the computing power provided to the mining pool operator.

The fair value should be considered at contract
inception, which is the moment in time when we provide hash rate to the mining pool. However, since determining fair value in such a way
would result in continuous and constant minor adjustments, which is impractical, if not impossible. Instead, t

United States securities and exchange commission logo
September 16, 2022
Henry C.W. Nisser, Esq
President and General Counsel
BitNile Holdings, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:BitNile Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed April 15, 2022
File No. 001-12711
Dear Mr. Nisser, Esq:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Our Mining Operations, page 11
1.Tell us and revise your disclosures to clarify the nature of the “fees payable in connection
with obtaining the ability to enter into the contracts” with Bitmain Technologies Limited.
In doing so, explain to us and disclose how you account for them and provide us with your
supporting accounting analysis.  For example, see ASC 340-40.
Intellectual Property, page 15
2.You disclose that you have developed certain proprietary software applications for
purposes of your planned cryptocurrency mining operations.  Please tell us and disclose
the nature and purpose of the proprietary software and your related accounting policy.
Please reference the applicable authoritative accounting guidance that supports your
treatment.

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameBitNile Holdings, Inc.
 September 16, 2022 Page 2
 FirstName LastName
Henry C.W.  Nisser, Esq
BitNile Holdings, Inc.
September 16, 2022
Page 2
Risks Related to Our Bitcoin Operations, page 41
3.We note your reference to GAAP on the bottom of page 43 pertaining to your discussion
of energy consumption statistics.  Please clarify why you reference GAAP when
discussing energy consumption statistics and revise your disclosures as necessary.
4.Please address the following comments related to the first risk factor on page 46:

•We note your disclosure that you currently mine and receive transaction fees paid
in Bitcoin.  It appears you provide computing power to a pool operator and get paid a
transaction price for doing so, rather than mine.  It also appears that the mine pool
operators, rather than you, receive transaction fees paid in Bitcoin by participants
who initiated transactions associated with new blocks.  Please revise your disclosure
accordingly.  If our understanding is not correct, please advise.

•We note your disclosure that you "will be marking Bitcoin to fair value each quarter"
and that both realized and unrealized changes will be reflected in your statements of
operations under the "value measurement model."  Citing applicable authoritative
guidance, explain to us in sufficient detail how this accounting treatment complies
with GAAP.  Also reconcile these disclosures with your accounting policy on page F-
21 that indicates digital currencies are accounted for as indefinite-lived intangible
assets at cost less impairment.
Consolidated Statements of Operations and Comprehensive Loss, page F-9
5.Please separately present cost of revenue for each of your revenue sources.  See Rule 5-
03(b)(2) of Regulation S-X.
Consolidated Statements of Cash Flows, page F-12
6.Please tell us and disclose your accounting policy for the classification of cash flows from
crypto asset sales and purchases.  Please tell us the applicable authoritative accounting
guidance that supports your treatment.
7.You disclose on page 12 that you convert Bitcoin into fiat currency on a bimonthly basis.
Please reconcile this statement with your fiscal 2021 statement of cash flows which
presents $890,000 of non-cash investing and financing activities related to the "payment
of accounts payable with digital currency," but does not appear to reflect the conversion of
Bitcoin into fiat currency.
3. Basis of Presentation and Significant Accounting Policies
Revenue Recognition
Lending and Trading, page F-17
8.Please tell us and disclose if you lend or trade crypto assets.

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameBitNile Holdings, Inc.
 September 16, 2022 Page 3
 FirstName LastName
Henry C.W.  Nisser, Esq
BitNile Holdings, Inc.
September 16, 2022
Page 3
Blockchain Mining, page F-17
9.Please address the following comments related to your blockchain mining revenue
recognition policies and disclosures:
•Disclose the number of mining pool operators with whom you contract and tell us the
consideration you gave to disclosing the percentage of revenue from each operator.
See ASC 280-10-50-41 and -42.
•Disclose whether your contracts are cancelable at any time by either party without
penalty.
•Disclose whether you provide computing power to the mining pool operator, as the
disclosure of the counterparty to your contracts suggests, rather than the mining pool.
•Specify to whom you provide computing power in your description of the output of
your ordinary activities and clarify which party is principal in providing transaction
verification services.  Specifically, if true, clarify that you provide computing power
to the mining pool operator with whom you contract, who in turn provides transaction
verification services.
•Provide a more fulsome description of the "Full Pay Per Share" model, including
whether you are entitled to consideration for only successful block placement by the
mining pool operator and the period of time for which your proportionate share of
computing power is determined.
•Reconcile your disclosure that the fair value of cryptocurrency received is determined
“at the time of receipt” with the disclosure on page F-21 that “daily revenues” are
measured using “the pricing of Bitcoin on a nightly basis” and the disclosure that it is
measured based on the “date of receipt.”  If you use other than time of receipt, clarify
what that means and provide a supporting accounting analysis.
10.We note the disclosure that your enforceable right to compensation only begins when you
provide computing power to the mining pool operator.  Please more fully describe for us,
and disclose how you determined the ASC 606 contract duration.  In your response, please
provide your supporting accounting analysis and address the following:
•Whether you have the right under your contract with the pool operator to decide at
what point in time and for what duration you will provide computing power,
including whether you can start and stop providing computing power at any time;
•How your evaluation of contract inception and contract duration considered your
rights, if any, to determine when to commence and cease providing computing
power; and
•How the amount of rewards received for providing computing power may be
impacted should you start and stop mining within the period used to determine your
consideration or during a successful block attempt by the pool operator.
11.You state that digital asset transaction fees to the mining pool operator are recorded as an
offset to revenues.  With clarifying disclosure in mind, please more clearly articulate for
us what you mean by this disclosure.  In your reply, provide your analysis of the guidance
for determining the transaction price beginning at ASC 606-10-32-2.  That is, based on

 FirstName LastNameHenry C.W.  Nisser, Esq
 Comapany NameBitNile Holdings, Inc.
 September 16, 2022 Page 4
 FirstName LastName
Henry C.W.  Nisser, Esq
BitNile Holdings, Inc.
September 16, 2022
Page 4
your contract with the pool operator, tell us the amount of consideration to which you
expect to be entitled for providing computing power to the pool operator.  In this regard,
tell us whether the payment received from the mining pool operator is net of the mining
pool operator’s transaction fees.  If so, clarify whether the single amount (i.e., net fees
received) represents the transaction price paid to you in satisfaction of your performance
obligation to the pool operator and if the amounts retained by the pool operator relate to
the activities it must undertake to fulfill its contract with you.
Digital Currencies, page F-21
12.Please tell us and revise your accounting policy to clarify the unit of account you use for
assessing impairment and whether you recognize an impairment any time carrying value
exceeds fair value.  Also tell us and revise your accounting policy to clarify what you
mean by your impairment policy disclosure on page 16 that you account for "mining-
related gains or losses in accordance with the first-in, first-out method of accounting.”  As
part of your reply, reconcile for us your use of “the pricing of bitcoin on a nightly basis,”
which you disclose on page F-21, to ASC 350-30-35-18 and -19 and reconcile the
impairment policies disclosed in your Form Form S-3/A and Form 10-K.
4. Revenue Disaggregation, page F-27
13.Please tell us what the $788,000 of “other” revenues in the Cryptocurrency segment
represents.

8. Digital Currencies, page F-30
14.Please revise your disclosure to provide a rollforward of each material holding of crypto
assets.  To the extent you only hold Bitcoin, revise the disclosure to indicate.

            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.
            You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or Kevin Woody,
Branch Chief, at (202) 551-3629 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
November 9, 2021
Milton C. Ault, III
Executive Chairman
Ault Global Holdings, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:Ault Global Holdings, Inc.
Registration Statement on Form S-3
Filed October 29, 2021
File No. 333-260618
Dear Mr. Ault:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Henry Nisser, Esq.

CORRESP
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AULT GLOBAL HOLDINGS, INC.

11411 Southern Highlands Parkway, Suite 240

Las Vegas, NV 89141

November 9, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Gregory Herbers

    Re:
    Ault Global Holdings, Inc.

    Registration Statement on Form S-3

    File No. 333-260618

Dear Mr. Herbers:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Ault Global Holdings, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 pm, Eastern Time, on November 12, 2021, or as soon thereafter as possible.

The Company hereby confirms
that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities and
Exchange Commission (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;

2) the action of the Commission
or the staff, acting pursuant to 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

3) the Company may not assert
the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    AULT GLOBAL HOLDINGS, INC.

    By:      /s/ Milton C. Ault, III

    Name: Milton C. Ault, III

    Title:   Executive Chairman

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DPW HOLDINGS, INC.

11411 Southern Highlands Parkway, Suite
240

Las Vegas, NV 89141

January 14, 2021

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Thomas Jones

 Re: DPW Holdings, Inc.

Registration Statement on Form S-3

File No. 333-251995

Dear Mr. Jones:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), DPW Holdings, Inc. respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 pm, Eastern Time, on January 20, 2021, or as soon thereafter as possible.

The Company hereby
confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate
to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities
and Exchange Commission (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;

2) the action of the
Commission or the staff, acting pursuant to 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

3) the Company may
not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    DPW HOLDINGS, INC.

    By:  /s/ Milton C. Ault, III

    Name: Milton C. Ault, III

    Title:  Chief Executive Officer

United States securities and exchange commission logo
January 15, 2021
Milton C. Ault, III
Chairman and Chief Executive Officer
DPW Holdings, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
Re:DPW Holdings, Inc.
Registration Statement on Form S-3
Filed January 8, 2021
File No. 333-251995
Dear Mr. Ault:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Henry Nisser, Esq.

United States securities and exchange commission logo
December 1, 2020
Milton C. Ault, III
Chairman and Chief Executive Officer
DPW Holdings, Inc.
201 Shipyard Way, Suite E
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Registration Statement on Form S-3
Filed November 25, 2020
File No. 333--250980
Dear Mr. Ault:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Kenneth A. Schlesinger, Esq.

CORRESP
1
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DPW HOLDINGS, INC.

201 Shipyard Way

Newport Beach, CA 92663

December 1, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edward M. Kelly

 Re: DPW Holdings, Inc.

Registration Statement on Form S-3

File No. 333-250980

Dear Mr. Kelly:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), DPW Holdings, Inc. respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 pm, Eastern Time, on December 3, 2020, or as soon thereafter as possible.

The Company hereby
confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate
to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities
and Exchange Commission (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;

2) the action of the
Commission or the staff, acting pursuant to 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

3) the Company may
not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    DPW HOLDINGS, INC.

    By:  /s/ Milton C. Ault, III

    Name: Milton C. Ault, III

    Title:  Chief Executive Officer

June 7, 2019
Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
201 Shipyard Way, Suite E
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 16, 2019
File No. 001-12711
Dear Mr. Ault:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Henry Nisser

CORRESP
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DPW HOLDINGS, INC.

June 3, 2019

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

 Attn: Amanda Ravitz

Assistant Director

 Re: DPW Holdings, Inc.

Preliminary Proxy Statement
on Schedule 14A Filed May 16, 2019

File No. 001-12711

Dear Ms. Ravitz:

DPW Holdings, Inc. (the “Company”)
hereby submits a response to certain questions raised by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in a conversation held between a member of the Staff and the Company on May 31,
2019 relating to the Preliminary Proxy Statement on Schedule 14A referenced above.

The Company’s responses are numbered
to correspond to the Staff’s orally provided comments and are filed in conjunction with the amended Proposal No. 5 attached
hereto as Exhibit A to be included in the revised preliminary proxy statement (the “PRER 14A”)
or the definitive proxy statement (the “DEF 14A”), as the case may be. For your convenience, each of the Staff’s
orally provided comments has been restated below in its entirety, with the Company’s response set forth immediately beneath
such comment.

General

Comment No. 1. Regarding the
prior reverse split effectuated on March 14, 2019, provide your analysis of whether the reverse split achieved the intended, disclosed
objectives or the objective disclosed in the pending proxy statement.

Response No. 1. The Company believes
that the prior reverse split effectuated on March 14, 2019 (the “March Split”) did achieve the intended objectives,
as the closing market price (“CMP”) on that date was $1.68, substantially above the $1.00 market price that
the NYSE American prefers the issuers listed on this national securities exchange maintain, and well above the market prices that
lead it to issue letters of various kinds to its listed issuers.

That being said, two significant events
occurred that had a materially adverse impact on the market price of the Company’s common stock, one of which was entirely
unrelated to the March Split, and one that may have been related to it. However, despite having looked into the matter in some
detail, the Company cannot state definitively whether, and if so how, the March Split affected the market price, and therefore
this assessment remains no more than informed speculation.

As the revised Proposal 5 explains, the
first to occur of these events was a precipitous drop in the market price near the end of the trading day of March 15, 2019. As
noted above, the CMP on March 14, 2019 was $1.68. While this price level was not fully sustained during the trading day of March
15, 2019, in the last few minutes the price dropped precipitously, with the CMP being $0.71. Given that this occurred on the first
complete trading day following the announcement of the March Split, it is difficult to avoid the conclusion that the sudden drop
in the market price was in fact associated with it in some manner. However, the Company remains unaware of how this occurred.

The second event that caused a significant
slide in the market price of the Company’s common stock was the Company’s press release dated March 29, 2019, which
announced the pricing of a public offering. On April 3, 2019, the Company announced that this public offering had closed on April
2, 2019. On March 28, 2019, the CMP was approximately $0.71, only slightly lower than the CMP on March 15, 2019, meaning that the
CMP was substantially steady for the two weeks following the March Split. On March 29, 2019, however, the CMP was approximately
$0.29. This drop in the market price was clearly occasioned by the announcement of the pricing of the public offering and was entirely
unrelated to the March Split.

Consequently, the Company does believe
that the March Split had its intended effect, with the caveat that it never assumed that the market price would be affected in
precisely the proportion of the March Split itself, which rarely happens when any issuer effectuates a reverse stock split. As
discussed above, while the first, entirely unforeseen, event could be seen as undermining this conclusion, the Company firmly believes
that a thorough review of the events that occured subsequent to the March Split reinforces its conclusion that it did indeed have
its intended effect.

Comment No. 2. Also tell us the
basis for your belief that the information need not be disclosed in the pending proxy statement.

Response No. 2. While the Company
originally believed that since all the information supplied above was a matter of public record no additional disclosure was required,
after discussions with the Staff the Company no longer holds that belief, as reflected in the revised Proposal 5 attached hereto
as Exhibit A, which the Company intends to insert into the pending proxy statement.

Should you have any questions regarding the foregoing, please
do not hesitate to contact our general counsel Henry Nisser at (646) 650-5044.

        Very truly yours,

         /s/ Milton C. Ault, III

        Milton C. Ault, III

        Chief Executive Officer

December 20, 2018
Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
201 Shipyard Way
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Registration Statement on Form S-3
Filed December 7, 2018
File No. 333-228716
Dear Mr. Ault:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Caleb French at 202-551-6947 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Henry Nisser, Esq.

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DPW HOLDINGS, INC.

201 Shipyard Way

Newport Beach, CA 92663

December 20,
2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Caleb French

 Re: DPW Holdings, Inc.

Registration Statement on Form S-3

File No. 333-228716

Dear Mr. French:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), DPW Holdings, Inc. respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:30 pm, Eastern Time, on December 21, 2018, or as soon thereafter as possible.

The Company hereby
confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate
to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities
and Exchange Commission (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;

2) the action of the
Commission or the staff, acting pursuant to 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

3) the Company may
not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    DPW HOLDINGS, INC.

    By:  /s/ Milton C. Ault, III

    Name: Milton C. Ault, III

    Title:  Chief Executive Officer

November 14, 2018
Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
201 Shipyard Way
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 30, 2018
File No. 001-12711
Dear Mr. Ault:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Marc J. Ross, Esq.

CORRESP
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DPW HOLDINGS, INC.

201 Shipyard Way

Newport Beach, CA 92663

November 14,
2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Amanda Ravitz, Assistant Director

 Re: DPW Holdings, Inc.

Registration Statement on Form
S-3

File No. 333-226301

Dear Ms. Ravitz:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), DPW Holdings, Inc. respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:30 pm, Eastern Time, on November 15, 2018, or as soon thereafter as possible.

The Company hereby
confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate
to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities
and Exchange Commission (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;

2) the action of the
Commission or the staff, acting pursuant to 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

3) the Company may
not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    DPW HOLDINGS, INC.

    By:  /s/ Milton C. Ault, III

    Name: Milton C. Ault, III

    Title:  Chief Executive Officer

October 24, 2018
Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
20 Shipyard Way
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed October 4, 2018
File No. 333-226301
Dear Mr. Ault:
            We have limited our review of your amended registration statement to those issues we
have addressed in our comments.  In some of our comments, 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 comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 22, 2018 letter.
Amendment No. 1 to Form S-3 filed October 4, 2018
About the Company, page 3
1.We note your response to prior comment 2.  Expand your analysis as to whether the
agreements are required to be filed as exhibits pursuant to Item 601(b)(10) of Regulation
S-K to address whether the following agreements are material to you: (1) the guarantee
mentioned in the third paragraph on page 5; and (2) the agreements mentioned in the fifth,
sixth and seventh paragraphs on page 7.  Also, file or identify the filings with which you
have included the agreements and guarantees you highlight in the fourth paragraph on
page 6. Include in your response the applicable exhibit number, if any.

 FirstName LastNameMilton C. Ault, III
 Comapany NameDPW Holdings, Inc.
 October 24, 2018 Page 2
 FirstName LastName
Milton C. Ault, III
DPW Holdings, Inc.
October 24, 2018
Page 2
Convertible Notes Issued to an Instituional Investor, page 5
2.Please tell us how you determined the number of shares to be registered for resale upon
conversion of the May convertible note.  In this regard, it appears from Exhibit A of the
amended agreement filed as exhibit 10.1 to your Form 8-K filed on September 25, 2018
that a portion of the principal balance of the May convertible note has been repaid.
            Please contact Thomas Jones at 202-551-3602 or Amanda Ravitz, Assistant Director, at
202-551-3412 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Marc J. Ross, Esq.

August 24, 2018
Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
20 Shipyard Way
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 30, 2018
File No. 001-12711
Dear Mr. Ault:
            We have limited our review of your filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
PRE14A filed July 30, 2018
Election of Directors, page 8
1.Please ensure that you balance your disclosure regarding Messrs. Ault and Horne.  For
example, it appears that some of the companies mentioned on page 9 have not made
required periodic filings for some time.

Proposal No. 3, page 17
2.Please reconcile the disclosure on page 17 that you are asking for approval of the chief
executive officer's employment agreement with the disclosure elsewhere in your filing,
such as on pages 1, 3 and 5, that you are asking for approval of the grant of shares of
common stock and the grant of options to purchase shares of your common stock to the

 FirstName LastNameMilton C. Ault, III
 Comapany NameDPW Holdings, Inc.
 August 24, 2018 Page 2
 FirstName LastName
Milton C. Ault, III
DPW Holdings, Inc.
August 24, 2018
Page 2
chief executive officer. Also, reconcile the disclosure on page 19 that you are asking for
approval of the chief financial officer's employment agreement with the disclosure
elsewhere in your filing that you are asking for approval of the grant of shares of common
stock and the grant of options to purchase shares of your common stock to the chief
financial officer
            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 Thomas Jones at 202-551-3602 or Amanda Ravitz, Assistant  Director,
at 202-551-3412 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Marc J. Ross

August 22, 2018
Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
20 Shipyard Way
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Form S-3, filed July 23, 2018
File No. 333-226301
Dear Mr. Ault:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, 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 comments apply 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 these comments, we may have additional comments.
Form S-3 filed July 23, 2018
About the Company, page 3
1.Where you refer to acquisitions, such as Enertec, please disclose the nature of the business
acquired. Include the status of any pending acquisition and discuss delays in completing
the acquisition and reasons for those delays.
General
2.Please file or identify the filing with which you have included the agreements you
highlight in the last three paragraphs on page 4, the fifth paragraph on page 5, and the last
three paragraphs on page 6.  Also address the CEO guarantee mentioned on page 5.
Include in your response the applicable exhibit number, if any.

 FirstName LastNameMilton C. Ault, III
 Comapany NameDPW Holdings, Inc.
 August 22, 2018 Page 2
 FirstName LastName
Milton C. Ault, III
DPW Holdings, Inc.
August 22, 2018
Page 2
            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.
            You may contact Tom Jones, Staff Attorney, at 202-551- 3602 or Amanda Ravitz,
Assistant Director at 202-551-3412 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

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DPW HOLDINGS, INC.

48430 Lakeview Blvd.

Fremont, CA 94538-3158

January 10, 2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tom Jones

Re:          DPW Holdings, Inc.

Registration Statement on Form S-3

File No. 333-222124

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), DPW Holdings, Inc., formerly known as Digital Power Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 pm, Eastern Time, on January 11, 2018, or as soon thereafter as possible.

The Company hereby confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities and Exchange Commission (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;

2) the action of the Commission or the staff, acting pursuant to 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

3) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

			DPW HOLDINGS, INC.

			By:

			/s/ Milton C. Ault, III

			Name: Milton C. Ault, III

			Title: Chief Executive Officer

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	dpw20180110_corresp.htm

DPW HOLDINGS, INC.

48430 Lakeview Blvd.

Fremont, CA 94538-3158

January 10, 2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tom Jones

Re:          DPW Holdings, Inc.

Registration Statement on Form S-3

File No. 333-222132

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), DPW Holdings, Inc., formerly known as Digital Power Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 pm, Eastern Time, on January 11, 2018, or as soon thereafter as possible.

The Company hereby confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities and Exchange Commission (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;

2) the action of the Commission or the staff, acting pursuant to 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

3) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

			DPW HOLDINGS, INC.

			By:

			/s/ Milton C. Ault, III

			Name:   Milton C. Ault, III

			Title:     Chief Executive Officer

Mail Stop 3030
December 29 , 2017

Via E -mail
Amos Kohn
Chief Executive Officer
Digital Power Corporation
48430 Lakeview Blvd.
Fremont, CA 94638 -3158

Re: Digital Power Corporation
Registration Statement on Form S-3
Filed December 18, 2017
 File No. 333 -222124

Dear M r. Kohn :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Marc Ross, Esq.

CORRESP
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	dpw20171209_corresp.htm

DIGITAL POWER CORPORATION

48430 Lakeview Blvd.

Fremont, CA 94538-3158

December 11, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tim Buchmiller

Re:     Digital Power Corporation

Registration Statement on Form S-3

File No. 333-221897

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Digital Power Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 pm, Eastern Time, on December 12, 2017, or as soon thereafter as possible.

The Company hereby confirms that it is aware of its responsibilities under the Act, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the registration statement. The Company hereby acknowledges that:

1) should the Securities and Exchange Commission (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;

2) the action of the Commission or the staff, acting pursuant to 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

3) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

			DIGITAL POWER CORPORATION

			By: /s/ Amos Kohn

			Name: Amos Kohn

			Title: Chief Executive Officer

Mail Stop 3030
December 8, 2017

Amos Kohn
Chief Executive Officer
Digital Power Corporation
48430 Lakeview Blvd.
Fremont, CA 94638 -3158

Re: Digital Power Corporation
  Registration Statement on Form S-3
Filed  December 4 , 2017
  File No.  333-221897

Dear  Mr. Kohn :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Tim Buchmiller  at (202) 551 -3635  with any questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Marc Ross, Esq .
 Sichenzia Ross Ference Kesner LLP

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Digital Power Corporation

48430 Lakeview Blvd.

Fremont, CA 94538

November 27, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz

			Re:

			Digital Power Corporation

Registration Statement on Form S-3 (No. 333-221669)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Power Corporation (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-221669) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on Wednesday, November 29, 2017, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Daniel B. Eng, of Weintraub Tobin at (415) 772-9608.

			Very truly yours,

			Digital Power Corporation

			By: /s/ Amos Kohn

			President and Chief Executive Officer

CORRESP
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	dpw20171127c_corresp.htm

Digital Power Corporation

48430 Lakeview Blvd.

Fremont, CA 94538

November 27, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz

			Re:

			Digital Power Corporation

Registration Statement on Form S-3 (No. 333-221667)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Power Corporation (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-221667) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on Wednesday, November 29, 2017, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Daniel B. Eng, of Weintraub Tobin at (415) 772-9608.

			Very truly yours,

			Digital Power Corporation

			By: /s/ Amos Kohn

			President and Chief Executive Officer

Mail Stop 3030
November 27, 2017

Amos Kohn
Chief Executive Officer
Digital Power Corporation
48430 Lakeview Blvd.
Fremont, CA 94638 -3158

Re: Digital Power Corporation
  Registration Statement on Form S-3
Filed  November 20, 2017
  File No.  333-221670

Dear  Mr. Kohn :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Tim Buchmiller  at (202) 551 -3635  with any questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Daniel B. Eng, Esq.
 Weintraub Tobin Chediak Coleman Gro din, Law Corporation

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	dpw20171127b_corresp.htm

Digital Power Corporation

48430 Lakeview Blvd.

Fremont, CA 94538

November 27, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz

			Re:

			Digital Power Corporation

Registration Statement on Form S-3 (No. 333-221670)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Power Corporation (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-221670) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on Wednesday, November 29, 2017, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Daniel B. Eng, of Weintraub Tobin at (415) 772-9608.

			Very truly yours,

			Digital Power Corporation

			By: /s/ Amos Kohn

			President and Chief Executive Officer

CORRESP
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dpw20170203_corresp.htm

Digital Power Corporation

48430 Lakeview Blvd.

Fremont, CA 94538

February 6, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Heather Percival

Re:          Digital Power Corporation

Registration Statement on Form S-3 (No. 333-215834)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Power Corporation (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-215834) be accelerated so that the same will become effective at 4:30 p.m., Eastern Time, on Wednesday, February 8, 2017, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Daniel B. Eng, of Weintraub Tobin at (415) 772-9608.

Very truly yours,

Digital Power Corporation

By: /s/ Amos Kohn

President and Chief Executive Officer

CORRESP
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Digital Power Corporation

48430 Lakeview Blvd.

Fremont, CA 94538

February 6, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Heather Percival

Re:          Digital Power Corporation

Registration Statement on Form S-3 (No. 333-215852)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Power Corporation (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-215852) be accelerated so that the same will become effective at 4:30 p.m., Eastern Time, on Wednesday, February 8, 2017, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Daniel B. Eng, of Weintraub Tobin at (415) 772-9608.

Very truly yours,

Digital Power Corporation

By: /s/ Amos Kohn

President and Chief Executive Officer

February 6 , 2017

Via E -mail
Amos Kohn
Chief Executive Officer
Digital Power Corporation
48430 Lakeview Blvd.
Fremont, CA 94538

Re: Digital Power Corporation
  Registration Statement on Form S-3
Filed  February 1 , 2017
  File No.  333-215852

Dear Mr. Kohn :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Daniel B. Eng, Esq.
 Weintraub Tobin Chediak Coleman Grodin, Law Corporation

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Digital Power Corporation

48430 Lakeview Blvd.

Fremont, CA 94538

January 4, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Caleb French

Re:

Digital Power Corporation

Registration Statement on Form S-3 (No. 333-215237)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Power Corporation (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-215237) be accelerated so that the same will become effective at 4:30 p.m., Eastern Time, on Friday, January 6, 2017, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Taylor Bentley, of Weintraub Tobin, at (916) 558-6129.

Very truly yours,

Digital Power Corporation

By:

/s/ Amos Kohn

Chief Executive Officer

Mail Stop 3030
December 29, 2016

Via E -mail
Amos Kohn
Chief Executive Officer
Digital Power Corporation
48430 Lakeview Blvd.
Fremont, CA 94638

Re: Digital Power Corporation
  Registration Statement on Form S-3
Filed  December 21, 2016
  File No.  333-215237

Dear Mr. Kohn :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Daniel B. Eng, Esq.
 Weintraub Tobin Chediak Coleman Grodin , Law Corporation

September 11, 2012

Via E -mail
Amos Kohn
President & Chief Executive Officer
Digital Power Corporation
41324 Christy Street
Fremont, CA 94538 -3158

Re: Digital Power Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011
Filed April 3, 2012
File No. 001 -12711

Dear Mr. Kohn :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief

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    dpc_corr-081412.htm

August 14, 2012

Brian Cascio

Accounting Branch Chief

Securities and Exchange Commission

450 5th Street N.W.

Washington, D.C.  20549

Re:

Digital Power Corporation (File No. 001-12711)

Form 10-K for the Fiscal Year Ended December 31, 2011 Filed April 3, 2012

Amendment No. 1 to the Form 10-Q for the Quarterly Period Ended March 31, 2012 Filed May 25, 2012

Dear Mr. Cascio

Thank you for your letter dated July 31, 2012, covering the above mentioned filings. Please find our responses to your comments below. For your convenience, we have set forth below the staff’s numbered comments in their entirety followed by our responses thereto.

Form 10-K for the Fiscal Year Ended December 31, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16

Results of Operations, page 17

1. We note that throughout the discussion of your results of operations you attribute fluctuations to financial statement line items to “increases” or “decreases” in underlying sales and expenses. In future filings, please also include a discussion of the reasons the changes occurred.

Response: We typically discuss the principal reason causing the increase or decrease. A significant specific event or reason driving the increase is discussed in the explanation. For example, under revenues, we discuss the primary markets contributing to the changes in revenue as well as changes in the domestic and European operations. However, there were not significant specific causes that resulted in the changes, beyond the fluctuations in demand experienced in the commercial and military markets. In the future, any significant specific cause will be highlighted in the explanation for change.

Exhibit 32

2. We see that the certification required by Section 906 of the Sarbanes-Oxley Act of 2002 refers to the Form 10-K for the period ended December 31, 2010. Please amend your filing to include the entire filing, including Section 302 and 906 certifications that reference the Form 10-K for the fiscal year ended December 31, 2011.

Response: This was an inadvertent error and we will amend the filing as suggested.

Item 4. Controls and Procedures, page 18

Evaluation of Disclosure Controls and Procedures, page 18

3. We note your disclosure that your principal executive and financial officer believes your disclosure controls and procedures are effective “to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed summarized and reported within the time periods specified in the SEC rules and forms.” The language that is currently included after the word effective in your disclosure appears to be superfluous, since the meaning of disclosure controls and procedures is established by Rule 13a-15(e) of the Exchange Act. In future filings, including any amendments to your Form 10-Q, please remove the superfluous language, or revise the disclosure so that the language that appears after the word effective is substantially similar in all material respects to the language that appears in the entire two- sentence definition of "disclosure controls and procedures" set forth in Rule 13a-15(e).

Response: Your observation is noted. In our future filings, including any amendments to our Form 10-Q, we will modify the filing to state the following, if it is concluded that the controls are effective.

“We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, with the assistance of other members of the Company's management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report.  Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.”

Changes in Internal Control Over Financial Reporting, page 18

4. We note your disclosure that there were "no significant changes in our internal control over financial reporting." Item 308(c) of Regulation S-K requires you to disclose any change in your internal control over financial reporting that occurred during the your last fiscal quarter that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting. Please revise future filings, including any amendments to your Form 10-Q, to disclose any changes that meet the requirements of Item 308(c) of Regulation S-K.

Response: There were no changes in our internal control over financial reporting during the period of the report. In our future filings we will disclose the changes in our controls over financial reporting or expressly state that there were no changes in our internal controls over financial reporting/

Item 6. Exhibits, page 25

5. We see that the Form 10-Q/A filed on May 25, 2012 does not include the certifications required by Section 302 or 906 of the Sarbanes-Oxley Act of 2002. Please note that Section 302 and Section 906 certifications are required for any amendment to a periodic report which includes financial statements or other financial information. Accordingly, please file a full amendment of your Form 10-Q that includes the entire periodic report and currently dated Section 302 and 906 Certifications. Refer to Questions 161.01 and 161.08 of the Exchange Act Rules C&DI available at http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules-interps.htm.

Response: Noted. We included the certifications in the exhibit index but inadvertently did not include the full certificate in the filing. We will file an amended Form 10-Q with the certificates.

In connection with the above responses, we acknowledge that:

·

we are responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you need any additional information or have additional comments, please do not hesitate to contact me at 510-657-2635. Thank you for your attention to this matter.

Very truly yours,

/s/ Amos Kohn

Amos Kohn

President and Chief Executive Officer

Digital Power Corporation

July 31, 2012

Via E -mail
Amos Kohn
President & Chief Executive Officer
Digital Power Corporation
41324 Christy Street
Fremont, CA 94538 -3158

Re: Digital Power Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2011
Filed April 3, 2012
Amendment No. 1 to the Form 10 -Q for the Quarter ly Period  Ended March
31, 2012
Filed May 25, 2012
File No. 001-12711

Dear Mr. Kohn :

We have reviewed your filing an d have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents .  In some of our comments, we may ask you to
provide us with inf ormation so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not be lieve our comments apply 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 filing and the information you provide in
response to these  comments, we m ay have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 16

Results of Operations, page 17

1. We note that throughou t the discussion of your results of operations you attribute
fluctuations to financial statement line items to “increases” or “decreases” in underlying
sales and expenses.  In future filings, please also include a discussion of the reasons the
changes occu rred.

Amos Kohn
Digital Power Corporation
July 31, 2012
Page 2

 Exhibit 32

2. We see that the certification required by Section 906 of the Sarbanes -Oxley Act of 2002
refers to the Form 10 -K for the period ended December 31, 2010 . Please amend your
filing to include the entire filing, including Section 302 and 906 certifications that
reference the Form 10 -K for the fiscal year ended December 31, 2011.

Amendment N o. 1 to the Form 10 -Q for t he Quarter ly Period  Ended March 31 , 2012

Item 4. Controls and Procedures, page 18

Evaluation of Disclosure Controls and Procedures, page 18

3. We note your disclosure that your principal executive and financial officer believe s your
disclosure controls and procedures are effective “to ensure that information we are
required to disclose in reports that we file or submit under the Exchange Act is recorded,
processed summarized and reported within the time periods specified in the SEC rules
and forms.” The language that is currently included after the word effective in your
disclosure appears to be superfluous, since the meaning of disclosure controls and
procedures is established by Rule 13a -15(e) of the Exchange Act. In future filings ,
including any amendments to your Form 10 -Q, please remove the  superfluous  language,
or revise the disclosure so that the language that appears af ter the word effective is
substantially similar in all material respects to the language that appears in the entire two -
sentence definition of "disclosure controls and procedures" set forth in Rule 13a -15(e).

 Changes in Internal Control Over Financial Re porting, page 18

4. We note your disclosure that there  were  "no significant changes in our internal control
over financial reporting ." Item 308(c) of Regulation S -K requires you to disclose any
change in your internal control over financial reporting that o ccurred during the your last
fiscal quarter that has materially affected, or is reasonably likely to materially affect, your
internal control over financial reporting. Please revise future filings , including any
amendments to your Form 10 -Q, to disclose an y changes that meet the requirements of
Item 308(c) of Regulation S -K.

Item 6. Exhibits, page 25

5. We see that the  Form 10 -Q/A filed on May 25, 2012 does not  include the certifications
required by Section 302 or 906 of the Sarbanes -Oxley Act of 2002 .  Please note that
Section 302 and Section 906 certifications are required for any amendment to a periodic
report which includes financial statements or other financial information. Accordingly,
please file a full amendment of your Form 10 -Q that includes  the entire periodic report
and currently dated  Section 302 and 906 Certifications.  Refer to Questions 161.01 and
161.08 of the Exchange Act Rules C&DI available at
http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules -interps.htm.

Amos Kohn
Digital Power Corporation
July 31, 2012
Page 3

 We urge all per sons 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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its mana gement 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.

 In responding to our comments, please provide  a written statement from the company
acknowled ging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Kevin Kuhar  at (202) 551 -3662  or Kristin Lochhead  at (202) 551-3664
if you have questions regarding comments on the financial statements and re lated matters.
Please contact me  at (202) 551 -3676  with any other questions.

Sincerely,

 /s/ Brian Cascio

Brian Cascio
Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

      Mail Stop 3030
November 12, 2009

VIA U.S. MAIL and FACSIMILE

 Mr. Uri Friedlander Chief Financial Officer Digital Power Corporation
41324 Christy Street
Fremont, California 94538-3158   RE: Digital Power Corporation
  Form 10-K for the fiscal year ended December 31, 2008
  Filed March 30, 2009   File No. 001-12711

Dear Mr. Friedlander:   We have reviewed your response letter dated October 29, 2009 and filings and have the following comments.  Wher e indicated, we think you should revise
future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as de tailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with information so we may better
understand your disclosure.  After review ing this information, we may raise
additional comments.

Uri Friedlander
Digital Power Corporation
November 12, 2009 Page 2  Form 10-K for the fiscal year ended December 31, 2008

 Note 6: Commitments and Contingent Liabilities, page F-18

1. We note from your response to our prio r comment 3 that your lease for the
Gresham facility entitles the Landlord to compensation for any diminution of its interest that might have taken place during the course of the tenancy and that
Anite claims that the work to be performe d in the list of dilapidations should be
undertaken by DPL as part of  its liabilities under the Sublease.  Also, we note that
you have not recorded a liability provis ion in accordance with SFAS No. 5.  In
this regard, please tell us how you considered SFAS No. 143 and FIN 47 in determining whether you were required  to recognize an asset retirement
obligation in connection with  the Gresham lease for all periods presented in your
financial statements.

 Note 7: Shareholders’ Equity, page F-18

2. We note your responses to our prior commen ts 5 and 6.  In this regard, please
provide us with all of the terms a ssociated with the 70,000 and 100,000 options
issued to Telkoor’s employees and ot her non-employees, respectively.  Also,
please tell us how you estimated th e service period used to recognize
compensation expense, separately for each issuance of options to Telkoor’s employees and other non-employees.  Additionally, if the measurement date of the options is the date that the counterparty’s performance is complete, please explain why you would issue such options to Telkoor’s employees and other non-employee consultants, before the counterparty’s performance is complete.  Please provide us with a detail description of the types of servi ces that will be or have
been preformed by Telkoor’s employees and the other non-employee consultants
in consideration for the issuance of th e abovementioned options.  Furthermore,
please provide us with the adjustments ma de during the years associated with the
re-measurements and forfeitures of the unve sted options as further discussed in
your responses to our prior comments 5 and 6, supported with the financial statement accounts used to record such adjustments, for each year since the grant date.  Finally, please provide us with the journal entries used to account for these
options at the grant date, supported with  your rationale used in this accounting.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
supplemental information.  Detailed cover lett ers greatly facilitate  our review.  Please
submit your cover letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

Uri Friedlander
Digital Power Corporation November 12, 2009 Page 3

You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202)
551-3212 if you have questions regarding comm ents on the financial statements and
related matters.  In this regard, do not hesitate to contact Ma rtin James, Senior Assistant
Chief Accountant, at (202) 551-3671.
        S i n c e r e l y ,           Jeffrey Jaramillo        Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
December 17, 2009

  Mr. Uri Friedlander Chief Financial Officer Digital Power Corporation 41324 Christy Street Fremont, California 94538-3158   RE: Digital Power Corporation
  Form 10-K for the fiscal year ended December 31, 2008
  Filed March 30, 2009
  File No. 001-12711

Dear Mr. Friedlander:    We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.              S i n c e r e l y ,           Jeffrey Jaramillo        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    December
3, 2009

    Via
Edgar

    United
States Securities and Exchange Commission

    450 Fifth
Street N.W.

    Washington,
DC 20549

    Attention:  Jeffrey
Jaramillo, Accounting Branch Chief

           Mail
Stop 3030

              Re:

              Digital
      Power Corporation

    Form 10-K
for the Fiscal Year Ended December 31, 2008

    Filed March 30, 2009

    File No.
001-12711

    Dear Mr.
Jaramillo:

    Please
find below responses to additional comments raised by the Staff of the Division
of Corporation Finance of the United States Securities and Exchange Commission
(the “Staff”) in their letter dated November 12, 2009 regarding the Staff’s
review of the letter filed by Digital Power Corporation (the “Company”, “we”,
“us” or “our”) on October 29, 2009 in response to the Staff’s original comments
(the “Original Response Letter”).  Our responses follow your numbered
comments, and all capitalized terms used, but not defined, herein shall have the
meanings ascribed to them in the Original Response Letter.

    Form 10-K for the period
ending December 31, 2008

    Note 6: Commitments and
Contingent Liabilities, page F-18

              1.

              Comment.

              We
      note from your response to our prior comment 3 that your lease for the
      Gresham facility entitles the Landlord to compensation for any diminution
      of its interest that might have taken place during the course of the
      tenancy and that Anite claims that the work to be performed in the list of
      dilapidations should be undertaken by DPL as part of its liabilities under
      the Sublease.  Also, we note that you have not recorded a
      liability provision in accordance with SFAS No. 5.  In this
      regard, please tell us how you considered SFAS No. 143 and FIN 47 in
      determining whether you were required to recognize an asset retirement
      obligation in connection with the Gresham lease for all periods presented
      in your financial statements.

      Jeffrey
Jaramillo, Accounting Branch Chief

      United
States Securities and Exchange Commission

      December
3, 2009

      Page 2

                Response.

                We
      did consider SFAS No. 143 and FIN 47 in determining whether we were
      required to recognize an asset retirement obligation in connection with
      the DPL Sublease for the periods presented in our financial
      statements.  An asset retirement obligation is a legal
      obligation that is incurred as a result of the acquisition, construction,
      development and normal operation of a tangible long-lived
      asset.  For example, an obligation to return a leased asset to
      its original condition (if it has been modified by the lessee) should be
      accounted for pursuant to the requirements of SFAS No. 143; as such, if an
      improvement to leased property has been recognized as an asset on a
      lessee’s balance sheet (leasehold improvements), any obligation to remove
      said improvement should generally be accounted for as an asset retirement
      obligation.  In addition, FIN 47 defines a conditional asset
      retirement obligation as a legal obligation to perform an asset retirement
      activity in which the timing and/or method of settlement may be
      conditional on a future event.  The liability recognition of
      SFAS No. 143 and FIN 47 is based on fair value measurement, as opposed to
      SFAS No. 5, which requires an entity to consider uncertainty in its
      determination of whether to recognize a
  liability.

              With
      respect to the DPL Sublease, although the Landlord may be entitled to
      compensation, upon expiration of said Sublease and surrender of the
      building, for any diminution of its interest that may have taken place
      during the course of the tenancy, we believe that there was no material
      diminution of interest during the term of the DPL Sublease.  It
      should be emphasized that Anite received a list of dilapidations with
      respect to its Lease with the Landlord that dates back to
      1976.  Virtually all of said list refers to the requirement to
      restore the building to its original configuration in 1976, which was
      largely a warehouse, and to matters of repair that arise principally from
      the failure of Anite’s previous sublessees to meet their repairing
      obligations.  Furthermore, Anite and its previous sublessees
      made significant modifications (improvements) to the facility during the
      course of the previous subleases, whereby virtually all of the Landlord’s
      claims in respect of the costs of removal of fittings and equipment relate
      to those that were put in place by Anite’s previous
      sublessees.

              As
      discussed in the Original Response Letter, the building today has the same
      configuration that it had when DPL commenced the Sublease in
      1995.  In addition, DPL has made virtually no
      modifications/improvements to the building; the leasehold improvements
      that DPL has made to date are minor, such as interior decoration to
      include new carpets and the addition of a limited number of partitions to
      optimize office accommodation.  Furthermore, DPL has made
      ongoing repairs to the building that we believe materially comply with the
      covenants of the Lease to maintain the building in good repair during the
      Lease term.  As DPL’s obligations can only relate to the
      condition of the building that existed in 1995, we believe that Anite’s
      claim with respect to the dilapidations is substantially without
      foundation.

      Jeffrey
Jaramillo, Accounting Branch Chief

      United
States Securities and Exchange Commission

      December
3, 2009

      Page 3

    Although
there may be costs associated with the removal of the leasehold improvements
that DPL has made to the building to date, which, if the Sublease is terminated,
will have to be removed, we estimate such costs to be de minimis (less than
$30,000).  Assuming that DPL accepts the Landlords’ offer of a new
lease for fifteen years, DPL’s removal of any leasehold improvements made during
the term of the Sublease will be deferred until the expiration of the new lease,
and we estimate the fair value of the liability for such asset retirement
activities to be de minimis (less than $12,000).  Accordingly, we did
not record an asset retirement obligation in accordance with the provisions of
SFAS No. 143 and FIN 47.

    Note
7:  Shareholders’ Equity, page F-18

              2.

              Comment.

              We
      note your responses to our prior comments 5 and 6.  In this
      regard, please provide us with all of the terms associated with the 70,000
      and 100,000 options issued to Telkoor’s employees and other non-employees,
      respectively.  Also, please tell us how you estimated the
      service period used to recognize compensation expense separately for each
      issuance of options to Telkoor’s employees and other
      non-employees.  Additionally, if the measurement date of the
      options is the date that the counterparty’s performance is complete,
      please explain why you would issue such options to Telkoor’s employees and
      other non-employee consultants before the counterparty’s performance is
      complete.  Please provide us with a detail description of the
      types of services that will be or have been performed by Telkoor’s
      employees and the other non-employee consultants in consideration for the
      issuance of the abovementioned options.  Furthermore, please
      provide us with the adjustments made during the years associated with the
      re-measurements and forfeitures of the unvested options as further
      discussed in your responses to our prior comments 5 and 6, supported with
      the financial statement accounts used to record such adjustments, for each
      year since the grant date.  Finally, please provide us with the
      journal entries used to account for these options at the grant date,
      supported with your rationale used in this
  accounting.

      Jeffrey
Jaramillo, Accounting Branch Chief

      United
States Securities and Exchange Commission

      December
3, 2009

      Page 4

    Response.

              The
      Company granted stock options to Telkoor employees who were or are
      consultants to the Company (“Telkoor employees”) and to another
      non-employee consultant, as
follows:

                                Date
      of grant

                                Number  of
      options

                                Exercise
      price

                                Share
      price on

                                date
      of grant

                                Vesting
      terms (1)

                                Contractual
      life

                                Service
      period

                                Telkoor
      employees (2)

                                 February,
      2005

                                 70,000
      options

                                $1.19

                                $1.19

                                4
      years: 25% per year –

                                cliff vesting

                                 10
      years

                                 4
      years

                                Non-employee
      consultant (3)

                                 March,
      2006

                                 100,000
      options

                                $1.16

                                $1.16

                                4
      years:  25% per year –

                                  cliff
      vesting

                                 10
      years

                                 4
      years

              (1)

              There
      is no specific economic penalty for
  nonperformance.

              (2)

              Telkoor,
      the Company’s largest shareholder, is engaged in developing, marketing and
      selling power supplies and power systems for the commercial and military
      markets.  The Company is a key distributor of Telkoor’s
      products, and Telkoor is a subcontractor and a strategic supplier of power
      supplies to the Company.  In 2005, the Company granted 70,000
      options to a few senior Telkoor employees who are responsible for (1)
      providing timely product delivery to the Company, as a major customer
      account of Telkoor, and (2) providing sales and marketing, as well as
      technical product support to the Company on an ongoing
      basis.  The Company granted the foregoing options to these
      senior employees in consideration of consulting services to be provided to
      the Company in connection with the Company’s relationship with
      Telkoor.

              (3)

              The
      Company hired a consultant, a former Chief Executive Officer of the
      Company with vast experience in the power supplies industry, to provide
      advisory services with respect to business development and other strategic
      issues to the Company’s Chief Executive Officer over a four-year period,
      in consideration for  annual fees and 100,000 options that vest
      over a four-year period.  The advisory services include, among
      other things, the review of material contracts, the evaluation of
      potential business opportunities and attendance at meetings with potential
      customers.

        Jeffrey
Jaramillo, Accounting Branch Chief

        United
States Securities and Exchange Commission

        December
3, 2009

        Page
5

    The table
below provides (1) a breakdown of compensation expense recorded, due to
re-measurement and forfeitures, with respect to Telkoor employees and the other
non-employee consultant and (2) the number of forfeited and expired options for
the years ended December 31, 2005, 2006, 2007 and 2008:

              2005

              2006

              2007

              2008

              Total

              Number
      of forfeited and expired unexercised options

              -

              -

                         10,000
      (1)

              40,000
      (2)

              Telkoor
      employees

              Compensation
      expense

              $8,000

              $25,000

              $27,000

              $1,000

              Compensation
      expense with respect to forfeited
      options

              -

              -

              -$5,000

              -$8,000

              Total

              $8,000

              $25,000

              $22,000

              -$7,000

              $48,000

              Number
      of forfeited options

              -

              -

               -

               -

              Non-
      employee consultant

              Compensation
      expense

              -

              $27,000

              $32,000

              -$5,000

              Compensation
      expense with respect to forfeited
      options

              -

              -

               -

               -

              Total

              -

              $27,000

              $32,000

              -$5,000

              $54,000

              Total

              $8,000

              $52,000

              $54,000

              -$12,000

              $102,000

                (1)

                5,000
      of the 10,000 options were forfeited options that were unvested as of the
      termination date.

                (2)

                10,000
      of the 40,000 options were forfeited options that were unvested as of the
      termination date.

              EITF
      96-18 requires that the fair value of unvested equity instruments issued
      to nonemployees be measured at the earlier of (1) the date at which a
      commitment for performance by the counterparty to earn the equity
      instruments is reached (a “performance commitment”) and (2) the date at
      which the counterparty’s performance is complete.  No
      performance commitment exists for the foregoing options because there is
      no large disincentive or economic penalty for nonperformance by the
      counterparty.  Therefore, the measurement date of the foregoing
      options is the date on which the counterparty’s performance is complete,
      and the counterparty is deemed to have completed performance once it
      renders the services required of it under the arrangement such that it is
      able to keep or exercise the award.

      Jeffrey
Jaramillo, Accounting Branch Chief

      United
States Securities and Exchange Commission

      December
3, 2009

      Page 6

    The
foregoing options vest ratably over a four-year service term (on a cliff-basis
per year); thus, the counterparty’s performance is completed over four years,
with four measurement dates, as follows: 25% of the options vest following
completion of the first year of service, as the counterparty is not entitled to
said options until the end of the first year (cliff award), after which the
remaining 75% of the unvested options are re-measured at their then current fair
values at each interim financial reporting date and compensation cost is
adjusted for the changes in those fair values over the remaining service period;
another 25% of the options vest following completion of the second year of
service (cliff award), as the counterparty is not entitled to said options until
the end of the second year, after which the remaining 50% of the unvested
options are re-measured at their then current fair values at each interim
financial reporting date and compensation cost is adjusted for the changes in
those fair values over the remaining service period; and so forth.

CORRESP
1
filename1.htm

    Unassociated Document

    October
29, 2009

    Via
Edgar

    United
States Securities and Exchange Commission

    450 Fifth
Street N.W.

    Washington,
DC 20549

              Attention:

              Jeffrey
      Jaramillo, Accounting Branch Chief

              Mail Stop 3030

                Re:

                Digital
      Power Corporation

    Form 10-K
for the Fiscal Year Ended December 31, 2008

    Filed March 30, 2009

    File No.
001-12711

    Dear Mr.
Jaramillo:

    Please
find below responses to comments raised by the Staff of the Division of
Corporation Finance of the United States Securities and Exchange Commission (the
“Staff”) in their letter dated September 29, 2009 regarding the Staff’s review
of the Form 10-K for the year ended December 31, 2008 filed by Digital Power
Corporation (the “Company”, “we”, “us” or “our”).  Our responses
follow your original, numbered comments.

    Form 10-K for the period
ending December 31, 2008

    Management’s Discussion and
Analysis, page 19

    Critical Accounting
Policies, page 22

    Revenue Recognition, page
22

              1.

              Comment.

              We
      note your critical accounting policy disclosure for revenue recognition
      merely repeats the policy from your significant accounting policy footnote
      without elaboration.  Accordingly, your disclosure does not
      conform to our expectations for the critical accounting
      policy.  For each identified critical accounting policy, please
      expand and describe the specific factors that in your view makes each
      critical.  Discuss the nature of estimates and uncertainties
      about those estimates inherent to each individual policy, including how
      you make those estimates.  Discuss how different assumptions,
      methods or conditions might effect your financial
      statements.  For further guidance, please refer to SEC
      interpretive Release No. 33-8350.  Revise future filings to
      comply.

    Jeffrey
Jaramillo, Accounting Branch Chief

    United
States Securities and Exchange Commission

    October
29, 2009

    Page 2

    Response.

    In future
filings, we will prepare our critical accounting policy disclosure for revenue
recognition in accordance with the guidance provided in SEC interpretive Release
No. 33-8350.

    Liquidity and Capital
Resources, page 23

              2.

              Comment.

    We note
elsewhere, page 16, that you will require a larger facility in
2009.  Also, capital expenditures approximated only $79 thousand in
2009.  However, we see in your liquidity discussion that you “will
pursue a strategy to mitigate any reductions in cash flow…by reducing capital
expenditures and other discretionary spending.”  Please tell us and in
future filings explain how the need to occupy a larger facility affects your
strategy and impacts your expected liquidity.

    Response.

    At the
end of 2008, we recognized the need to increase our United States facility in
order to support our future strategic plans and expected growth, which, we were
aware, may result in an increase in capital expenditures. At the same time,
we adopted and acted upon a strategy to tighten and closely monitor our
operating expenses in all areas of activity, including capital
expenditures.  Due to the global recession, we have cut down on
operating expenses and have decided not to take on a larger facility in the
United States at this time.

    The need
to increase our current United States facility still exists.  We are
reassessing the need on an ongoing basis in order to determine the appropriate
time to make such a move in light of the global recession and our results of
operations.

              3.

              Comment.

    Also, we
note from your disclosure on page 16 that the lease for the Gresham facility
expires on September 16, 2009, with certain repairing covenants.  In
this regard, please tell us and disclose in future filings the terms associated
with the certain repairing covenants referred by you on page
16.  Additionally, please provide us with and disclose in your future
filings the potential adverse consequence on your future financial position,
results of operations and cash flows if you are not able to renew the lease of
the Gresham facility.

    Jeffrey
Jaramillo, Accounting Branch Chief

    United
States Securities and Exchange Commission

    October
29, 2009

    Page
3

    Response.

    On
September 26, 2009, a sublease (the “Sublease”) between Digital Power Limited,
our United Kingdom subsidiary (“DPL”), as sublessee, and Cray Electronics
Holdings Limited, now known as Anite plc, as sublessor (“Anite”),
expired.  The Sublease had originally commenced on March 13, 1995
between Gresham Lion Technology Limited (“Gresham”) and Anite, but was assigned
to DPL on October 2, 1999 when we acquired the present business from
Gresham.  The Sublease was subject to a lease agreement (the “Lease”)
between Anite, as tenant, and the building owner, Wotan (Salisbury) Limited (the
“Landlord”), that commenced November 8, 1976 and expired on September 26,
2009.  The Lease, as is common in the UK, is a full repairing lease
that requires the tenant to perform certain repairing covenants, such as
redecorating the internal and external structure/foundation of the building at
intervals during the term of the Lease and generally keeping the building in
good repair.

    Although
the Lease has expired, DPL continues to occupy the facility for business
purposes, and thus, the Landlord and Tenant Act of 1954 (the “Act”) applies in
the United Kingdom.  Accordingly, since the Landlord did not give
notice of termination before the expiration of the Lease, DPL’s right to
occupancy automatically continues.  Under the Act, DPL has the right
to apply to the court to be granted a new lease with respect to the premises on
essentially the same terms as its original lease for a term of up to 15
years.

    DPL
intends to renew the lease for an additional term and has already received an
offer of a new lease from the Landlord for an additional period of 15 years,
such that all that remains is for DPL to agree to the terms of said new
lease.  To date, with the approval of the Landlord, DPL has paid rent
through December, 2009.

    In
the unlikely event, however, that the new tenancy is not granted, we
believe that the only potential adverse consequence on DPL’s future financial
position, results of operations and cash flows would be the disruption of the
business while alternative premises were sought and relocation was made, along
with the costs associated with such search for new premises and relocation,
which, to date, have not been estimated, as DPL has no plans to
move.

    Jeffrey
Jaramillo, Accounting Branch Chief

    United
States Securities and Exchange Commission

    October
29, 2009

    Page
4

    It should
be noted that, upon the expiration of the Lease and surrender of the building to
the Landlord, the Landlord is entitled to compensation for any diminution of its
reversionary interest that might have taken place during the course of the
tenancy.  In connection with the expiration of the Lease, Anite
received from the Landlord a list of dilapidations to the building to be
addressed in accordance with the Lease.  The list of dilapidations
includes various matters of repair, as well as a requirement to restore the
building to its original configuration in 1976, which was largely a
warehouse.  Anite claims that the work to be performed in the list of
dilapidations should be undertaken by DPL as part of its liabilities under the
Sublease.

    Upon
receiving legal advice, we responded to the claim made by Anite by explaining
that DPL’s obligations relate to the Sublease granted in 1995 to Gresham, and
subsequently assigned to DPL in 1999, and thus DPL’s obligations can only relate
back to the condition of the building in 1995, not 1976.  Upon the
expiration of the Sublease in September, 2009, the building had the same
configuration that it had in 1995.  Furthermore, DPL has made ongoing
repairs to the facility that it believes materially comply with the covenants of
the lease to maintain the building in good repair during the lease
term.  Accordingly, we believe that Anite’s claim has no merit, that a
related liability is not probable and that there is no need to record a
provision in accordance with FAS 5.

    In the
event that DPL enters into a new lease with the Landlord, since the building
will not be surrendered to the Landlord, the above issue will become moot until
the expiration of the new lease.

    We will
disclose in future filings the terms associated with the repairing covenants, as
well as the potential adverse consequence on our future financial position,
results of operations and cash flows in the event that the lease is not
renewed.

    Jeffrey
Jaramillo, Accounting Branch Chief

    United
States Securities and Exchange Commission

    October
29, 2009

    Page
5

    Consolidated Financial
Statements

    Note 6. Commitments and
Contingent Liabilities, page F-18

              4.

              Comment.

    Reference
is made to your disclosure in Note 6 on page F-18.  Please provide us
with and disclose in the notes to your financial statements in future filings
your accounting policy related to the various operating lease agreements, which
expire on various dates and the lease agreement for the U.K. facility, which
expires on September 2009.  In this regard, if the lease agreements
are operating leases as defined in paragraph 6 of SFAS No. 13, please tell us if
you apply paragraph 15 of SFAS No. 13 in accounting for operating
leases.  If you do apply paragraph 15 of SFAS No. 13, please explain
to us why rent expense for all years presented in Note 6 vary in
amount.

    Response.

    We have
two operating lease agreements: one for the United States facility that expires
in 2012 (with an option to renew for an additional five years) and one for the
United Kingdom facility that expires in September, 2009.  Both of
these agreements are deemed operating leases as defined in paragraph 6 of SFAS
No. 13.  The rental payments for for the United States facility are
approximately $70,000 per year until 2012, and the rental payments for the
United Kingdom facility are approximately 25,000 British Pounds per quarter
until September, 2009.  The rent in connection with the operating
leases is charged to expense over the lease term.  As the lease for
the United States facility calls for an annual base rent that increases during
the lease term, we have applied paragraph 15 of SFAS No. 13, such that if rental
payments are not made on a straight-line basis, rental expense shall
nevertheless be recognized on a straight line basis.  As of December
31, 2008, the deferred rent liability was $12,000.

    Despite
our application of paragraph 15 of SFAS No. 13, the rent expense in 2008 was
less than that in 2007 by $52,000 for the following reasons.  First,
the exchange rate of the British Pound from 2007 to 2008 decreased against the
United States dollar from 2.008 to 1.845, resulting in a decrease in the rent
expense in the United Kingdom by approximately $15,000.  Second, we
leased a larger facility in the United States until the third quarter of 2007,
during which period the annual rent expense of such facility was approximately
$130,000; we entered into a new operating lease for a smaller facility, and the
annual rent expense of such facility was approximately $70,000, and, thus, there
was a decrease in the rent expense in the United States by approximately
$37,000.

    Jeffrey
Jaramillo, Accounting Branch Chief

    United
States Securities and Exchange Commission

    October
29, 2009

    Page
6

    We will
disclose in future filings our accounting policy in respect of our operating
lease agreements.

    Note 7. Shareholders’
Equity, page F-18

              5.

              Comment.

    We note
from your disclosure on page F-20 that in 2005 and 2006 you granted 30,000
options to Telkoor’s employees and 100,000 options to a non-employee
consultant.  The fair value of these options was estimated using a
Black Scholes option pricing model with assumptions for 2008.  In this
regard, please explain to us in detail why you used assumptions as of 2008 to
fair value options issued in 2005 and 2006.  Also, please provide us
with a detail description of your accounting used to account for such
non-employee equity compensation, supported with the applicable accounting
literature.

    Response.

    We
applied FASB Statement No. 123 (revised 2004), “Share-Based Compensation”
(“Statement 123(R)”) and  EITF Issue No. 96–18, “Accounting for Equity
Instruments that are Issued to Other than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18”) in connection with
the options granted to Telkoor’s employees and the non-employee consultant, as
both Telkoor’s employees and the non-employee consultant are providing services
to us but are not defined as common law employees in accordance with the
guidance of Statement 123 (R) and FASB Interpretation 44, “Accounting for
Certain Transactions Involving Stock Compensation”, since we do not have the
right under common law to exercise sufficient control to establish an
employer-employee relationship with them.  Statement 123 (R) requires
that share-based payments to non-employees be measured based on the fair value
of the services received or the fair value of the share-based payments,
whichever is more reliably measurable.  In this case, the share-based
payment of the options granted was measured based on the fair value of the
options payments using the Black-Scholes pricing model.

    Jeffrey
Jaramillo, Accounting Branch Chief

    United
States Securities and Exchange Commission

    October
29, 2009

    Page
7

    Per EITF
96-18, the measurement date for nonemployees is the earlier of (a) the date that
a commitment for performance by the counterparty to earn the equity instruments
is reached (“performance commitment”) and (b) the date that the counterparty’s
performance is complete.  With respect to the foregoing, no
performance commitment exists (i.e., performance by the counterparty is not
probable as there is no large disincentive or economic penalty for
nonperformance); therefore, the measurement date of the options is the date that
the counterparty's performance is complete.  Prior to the measurement
date, the unvested options are re-measured at their then-current fair values at
each interim financial reporting date using the accelerated method, and
compensation cost is adjusted for the changes in those fair values over the
service period, in accordance with variable plan accounting as illustrated in
FASB Interpretation No. 28, “Accounting for Stock Appreciation Rights and Other
Variable Stock Option or Award Plans.”  Accordingly, at each reporting
date, the unvested options are re-measured using the Black-Scholes pricing
model, and the respective assumptions of the pricing model are
updated.

    It should
be noted that, in 2005 and 2006, we granted 70,000 options to Telkoor’s
employees (rather than 30,000 options as stated in Note 7d, which is a
typographical error) and 100,000 options to a non-employee
consultant.  10,000 and 40,000 options to Telkoor employees were
forfeited in 2007 and 2008, respectively, due to termination of
employment.

              6.

              Comment.

    Additionally,
please explain in detail why you recognized “compensation income” of $12 as it
relates to stock compensation related to options granted to Telkoor’s employees
and other non-employee consultants.

    Response.

    For the
year ended December 31, 2008, we recorded compensation income of $12,000
primarily due to the fact that 40,000 options (of the 60,000 options outstanding
at January 1, 2008) to Tel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3030
September 29, 2009

VIA U.S. MAIL and FACSIMILE

 Mr. Uri Friedlander Chief Financial Officer Digital Power Corporation 41324 Christy Street Fremont, California 94538-3158
 RE: Digital Power Corporation
  Form 10-K for the fiscal year ended December 31, 2008
  Filed March 30, 2009
  File No. 001-12711

Dear Mr. Friedlander:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Uri Friedlander
Digital Power Corporation
September 29, 2009 Page 2  Form 10-K for the period ending December 31, 2008

 Management’s Discussion and Analysis, page 19

 Critical Accounting Policies, page 22

 Revenue Recognition page 22

1. We note your critical accounting policy di sclosure for revenue recognition merely
repeats the policy from your signifi cant accounting polic y footnote without
elaboration.  Accordingly, your disclosure  does not conform to our expectations
for the critical accounting policies disc losure. For each identified critical
accounting policy, please expand to describe th e specific factors that in your view
makes each critical.  Discuss the nature of estimates and uncertainties about those estimates inherent to each individual  policy, including how you make those
estimates.  Discuss how different assumpti ons, methods or condi tions might effect
your financial statements.  For further gui dance, please refer to SEC interpretive
Release No. 33-8350.  Revise fu ture filings to comply.

Liquidity and Capital Resources, page 23

2. We note elsewhere, page 16, that you will require a larger facility in 2009.  Also,
capital expenditures approximated only $79 thousand in 2009.  However, we see
in your liquidity discussion that you “w ill pursue a strate gy to mitigate any
reductions in cash flow…by reducing capital  expenditures and other discretionary
spending.”  Please tell us and in future filings explain how the need to occupy a
larger facility affects your strategy and impacts your expected liquidity.

3. Also, we note from your disclosure on page 16 that the lease for the Gresham
facility  expires on September 16, 2009, with certain repairing covenants.  In this
regard, please tell us and disclose in future filings the terms associated with the certain repairing covenants referred by you on page 16.  Additionally, please provide us with and disclose in your future filings the potential adverse
consequence on your future financial pos ition, results of operations and cash
flows if you are not able to renew the lease of the Gresham facility.

Uri Friedlander
Digital Power Corporation
September 29, 2009 Page 3  Consolidated Financial Statements

 Note 6. Commitments and Contingent Liabilities, page F-18

4. Reference is made to your disclosure in Note 6 on page F-18.  Please provide us
with and disclose in the notes to your fi nancial statements in future filings your
accounting policy related to th e various operating lease agreements, which expire
on various dates and the lease agreement for the U.K. facility, which expires on
September 2009.  In this regard, if the l ease agreements are operating leases as
defined in paragraph 6 of SFAS No. 13, please tell us if you apply paragraph 15
of SFAS No. 13 in accounting for operati ng leases.  If you do apply paragraph 15
of SFAS No. 13, please explain to us why rent expense for all years presented in
Note 6 vary in amount.
 Note 7. Shareholders’ Equity, page F-18

5. We note from your disclosure on page F-20 that in 2005 and 2006 you granted
30,000 options to Telkoor’s employees and 100,000 options to a non-employee consultant.  The fair value of these op tions was estimated using a Black-Scholes
option-pricing model with assumptions for 2008.   In this regar d, please explain to
us in detail why you used assumptions as of 2008 to fair value options issued in
2005 and 2006.  Also, please provide us with a detail description of your accounting used to account for such  non-employee equity compensation,
supported with the applicab le accounting literature.

6. Additionally, please explain in detail why you recognized “compensation income”
of $12 as it relates to stock compensation related to options granted to Telkoor’s
employees and other non-employee consultants.
 Note 8. Taxes on Income, page F-21

7. We note from your consolidated statement of income on page F-4 that you report
income before income taxes for both 2008 and 2007, but report a tax benefit in
each respective fiscal year end.  In this re gard, please provide us with and disclose
in your future filings a reconciliati on in dollars or percentages between:

• The reported amount of income  tax expense(benefit), and
• The amount of income tax expense (ben efit) that would result from applying
federal statutory rates to pretax financial statement income.

Uri Friedlander
Digital Power Corporation
September 29, 2009 Page 4
Please fully explain to us in detail what  each reconciling item represents.  See
paragraph 47 of SFAS No. 109 for guidance.

Additionally, please provide us with and revise the notes to your financial
statements in future filings to include the disclosures outlined in paragraph 45 of
SFAS No. 109.
   Form 10-Q for the Periods Ended March 31, 2009 and June 30, 2009

 Exhibit 31 Certifications

8. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual. In future fili ngs the identification of the certifying
individual at the beginni ng of the certification should be revised so as not to
include the individual’s title. Refer to Item 601 (31) of Regulation S-K

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.   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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Uri Friedlander
Digital Power Corporation September 29, 2009 Page 5
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202)
551-3212 if you have questions regarding comm ents on the financial statements and
related matters.  In this regard, do not hesitate to contact Ma rtin James, Senior Assistant
Chief Accountant, at (202) 551-3671.         S i n c e r e l y ,           Jeffrey Jaramillo        Accounting Branch Chief

Mail Stop 6010

August 13, 2007

Jonathan Wax, Chief Executive Officer
Digital Power Corporation
41920 Christy Street
Fremont, California 94538

Via U S Mail and FAX [ (510) 353-4023 ]

 Re: Digital Power Corporation
  Form 10-KSB for the fiscal year December 31, 2006
  Form 10-QSB for the March 31 and June 30, 2007
  File No.  1-12711

Dear Mr. Wax:

 We have completed our review of your Form 10-KSB and related filings and do not, at this time, have any further comments.

        S i n c e r e l y ,

        B r i a n  R .  C a s c i o
Accounting Branch Chief

CORRESP
1
filename1.htm

      Unassociated Document

    August
      28, 2007

    VIA
      EDGAR

    Brian
      R.
      Cascio

    Accounting
      Branch Chief

    US
      Securities and Exchange Commission

    Division
      of Corporation Finance

    Mail
      Stop
      6010

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            Re:
            Digital Power Corporation.
              Form
                10-K for fiscal year ended December 31, 2006

              Form
                10-Q for fiscal quarter March 31, 2007

              File
                No.: 1-12711

    Dear
      Mr.
      Cascio:

    This
      letter will set forth the Company's responses to the comments of the Staff
      of
      the Securities and Exchange Commission ("SEC") set forth in a letter to Jonathan
      Wax Chief
      Executive Officer of the Company,
      dated
      July 26, 2007 (the "Staff Comments") in connection with the above-referenced
      filing submissions.

        We
      have
      repeated your numbered comments below and have provided a response to each
      comment.

    Form
      10-KSB for the fiscal year ended December 31, 2006

    Management
      Discussion and Analysis, page 10

    Results
      of Operations, page 11

    1.
      SEC
      Comment: “We read in Note 12 that you have two product lines. In future filings
      please expand the discussion of revenues to also quantify and discuss reasons
      for changes in revenues by product line.”

    In
      response to the Staff comment, we supplementally advise the staff that we intend
      to revise our disclosure in future filings by expanding the discussion of
      revenues and quantify the revenues generated from the two product lines. In
      addition, we will clarify the reasons for changes in revenues by product line
      in
      the format we reported in form 10QSB for the period ended June 30, 2007 per
      below.

        “Total
      revenues for the Company decreased by 23.9% to $2,536,000 for the three months
      ended June 30, 2007, from $3,333,000 for the three months ended June 30, 2006.
      Revenue from the military products of the Company increased by 39.1% to $963,000
      for the three months ended June 30, 2007, from $692,000 for the three months
      ended June 30, 2006. Revenue from the commercial products of the Company
      decreased by 40.4% to $1,573,000 from $2,641,000 for the three months ended
      June
      30, 2006. The decrease in commercial product revenue is mainly attributed to
      end
      of life issues related to older standard product lines and timing issues while
      the increase in military product revenues is mainly attributed to new design
      wins.”

    Form
      10-Q for March 31, 2007

    Management’s
      Discussion and Analysis, page 16.

            2.

              SEC
                Comment: “In future filings please disclose reasons for material changes
                in revenues by segment and product
                line.”

    In
      response to the Staff comment, we supplementally advise the staff that we intend
      to review and revise our disclosure in future filings to disclose reasons for
      material changes in revenues by segment as we reported in form 10QSB for the
      period ended June 30, 2007 per below:

        “Revenues
      from the domestic operations of the Company decreased by 22.7% to $1,111,000
      for
      the three months ended June 30, 2007, from $1,438,000 for the three months
      ended
      June 30, 2006. Revenues from the Company’s European operations of DPL decreased
      24.8% to $1,425,000 for the three months ended June 30, 2007, from $1,895,000
      for the three months ended June 30, 2006. The decrease in the company’s European
      operations is mainly attributed to timing issues with existing and new
      customers. For the six months ended June 30, 2007, revenues for the Company
      decreased by 12.6% to $5,278,000 from $6,041,000 for the six months ended June
      30, 2006. The decrease in product revenue is mainly attributed to end of life
      issues related to older product lines and timing issues. Revenues attributed
      to
      the domestic operations of the Company decreased by 19.1% to $2,314,000 from
      $2,861,000 for the six months ended June 30, 2006. The decrease in product
      revenue is mainly attributed to end of life issues related to older product
      lines and timing issues. Revenues from the Company’s European operations of DPL
      decreased by 6.8% to $2,964,000 from $3,180,000 for the six months ended June
      30, 2006.”

    In
      addition, reasons for material changes in product line on consolidated basis
      will be disclosed as discussed in the response to comment number
      one.

            3.

              SEC
                Comment: “Under Financial Income, we read that financial income is mainly
                due to interest received from the exchange rate fluctuation. Please
                explain to us and clarify in future filings how exchange rate changes
                generate interest income. If you are referring to income or expense
                generated by foreign currency transactions, please
                clarify.”

    In
      response to the Staff comment, we advise the staff that the financial income
      is
      mainly due to interest income derived from our cash equivalents. In addition,
      Financial Income includes income/expense generated by foreign currency
      transactions entered into by our wholly owned subsidiary located in United
      Kingdom (DPL). We advise the staff that we will further clarify in future
      filings how financial income/expense is derived.

        2

            4.

              SEC
                Comment: “Under Liquidity and Capital Resources, in future filings please
                disclose reasons for material changes in cash flows provided or used
                by
                operations during the periods
                presented.”

    In
      response to the staff comment, we supplementally advise the staff that we intend
      to review and revise our disclosure in future filings to disclose reasons for
      material changes in cash flows provided or used by operations during the periods
      presented as we reported in form 10QSB for the period ended June 30,
      2007:

        “Cash
      used by
      operating activity was mainly due to decrease in accounts payable and related
      parties trade payables due to timing differences and net loss, offset partially
      by decrease in accounts receivable due to increased efforts on
      collection.”

        We
      acknowledge that the Company is responsible for the adequacy and accuracy of
      the
      disclosure in the filing. Staff comments or changes to disclosure in response
      to
      staff comments do not foreclose the Commission from taking any action with
      respect to the filing and the Company may not assert staff comments as a defense
      in any proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

        Should
      you
      have any further questions, please do not hesitate to contact me.

    Sincerely,

    Jonathan
      Wax

    Chief
      Executive Officer

        3

Mail Stop 6010

July 26, 2007

Jonathan Wax, Chief Executive Officer
Digital Power Corporation
41920 Christy Street
Fremont, California 94538

Via U S Mail and FAX [ (510) 353-4023 ]

 Re: Digital Power Corporation
  Form 10-K for the fiscal year December 31, 2006
  Form 10-Q for the fiscal quarter March 31, 2007
  File No.  1-12711

Dear Mr. Wax:

We have reviewed your filings and have the following comments.   We have limited our
review to only your financial statements and rela ted disclosures, and do not intend to expand our
review to other portions of your documents. Where indicated, we think you should revise your documents in response to these comments in all future filings with the Commission.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter

 Mr. Jonathan Wax
Digital Power Corporation
July 26, 2007
Page 2

Form 10-K for the fiscal year ended December 31, 2006

Management’s Discussion and Analysis, page 10

Results of Operations, page 11

1. We read in Note 12 that you have two product lines.  In future filings please expand the discussion of revenues to also quantify and discuss reasons for changes in revenues by product line.

Form 10-Q for March 31, 2007

Management’s Discussion and Analysis, page 16

2. In future filings please disclose reasons for material changes in revenues by segment and product line.

3. Under Financial Income, we read that financial income is mainly due to interest received from the exchange rate fluctuation.  Please explain to us and clarify in future filings how  exchange rate changes generate interest income.  If you are referring to income or expense generated by foreign currency transactions, please clarify.

4. Under Liquidity and Capital Resources, in future filings please disclose reasons for material changes in cash flows provided or used by operations during the periods presented.

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a response letter that keys your responses to our comments and provides the requested information.  Confirm that you will comply with these comments in all future filings with the Commission.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments and the requested information.

Mr. Jonathan Wax

 Digital Power Corporation
July 26, 2007
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  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.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.

You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3605, if you have
questions regarding our comments.  In our absence you may contact Brian R. Cascio, Acc ounting
Branch Chief, at (202) 551-3676
Sincerely,

Gary R. Todd
        Reviewing Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

October 6, 2005

Jonathan Wax, Chief Executive Officer
Digital Power Corporation
41920 Christy Street
Fremont, California 94538

Via U S Mail and FAX [ (510) 353-4023 ]

	Re:	Digital Power Corporation
		Form 10-KSB for the fiscal year December 31, 2004, as
amended
		Forms 10-QSB for the quarters March 31, as amended, and
June 30, 2005
		File No.  1-12711

Dear Mr. Wax:

	We have completed our review of your Form 10-KSB and related
filings and do not, at this time, have any further comments.

								Sincerely,

								Martin F. James
								Senior Assistant Chief
Accountant

??

??

??

??

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                 August 10, 2005

VIA EDGAR

Brian R. Cascio
Accounting Branch Chief
US Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 6010
100 F Street, N.E.
Washington, D.C. 20549

         Re:      Digital Power Corporation.
                  Form 10-K for fiscal year ended December 31, 2004 and
                  Amendment No.1 Form 10-Q for fiscal quarter March 31, 2005
                  File No.: 1-12711

Dear Mr. Cascio:

This letter will set forth the Company's responses to the comments of the Staff
of the Securities and Exchange Commission ("SEC") set forth in a letter to
Jonathan Wax Chief Executive Officer of the Company, dated July 19, 2005 (the
"Staff Comments") in connection with the above-referenced filing submissions.

         We have repeated your numbered comments below and have provided a
response to each comment.

Form 10-KSB for fiscal 12/31/04 and Amendment No. 1

Management Discussion and Analysis - General page 10

 1. Under Item 11 in Amendment No. 1 we read that Telkoor holds 43.2% of your
stock and has a convertible note for an additional 3.7%. In addition, the
Chairman of Telkoor holds 4.4% of your stock and the General Manager holds 1.6%.
In future filings, disclose more details of the relationship with Telkoor and
its significant ownership interest. Tell us whether all the significant related
party transactions are disclosed in the financial statements as required by SFAS
57.

In response to the Staff comments we supplementally advise the staff that we
intend to review and revise our disclosure in future filings to give more
details of the relationships between Telkoor Power Ltd. and its significant
ownership interest in the Company. In addition, we will clarify that all the

<PAGE>

significant related party transactions are disclosed in the financial statements
for the period ended December 31, 2004 in Note 10 as required by SFAS 57.

 2. As a related matter, please tell and disclose in future filings details
about the accounting for the interest free convertible note disclosed in Note 12
on page F-22, including whether the $1.06 conversion price was at fair value and
how this was determined.

We supplementally advise the Staff that on February 3, 2005, the Company signed
on a $250,000 convertible note ("the Note") agreement with Telkoor Telecom
Ltd.("Telkoor"), a major stockholder in the company. In accordance with the
aforementioned agreement, the Company is obligated to repay Telkoor the amount
of $250,000 on the 10th business day after the release of its financial results
for the year ended December 31, 2005. The conversion price of the Note is $1.06,
which was the quoted market price of the Company's Common stock on the date the
Note was approved and signed. In accordance with the guidelines of APB No. 14,
"Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants",
EITF Issue No. 98-5, "Accounting for Convertible Securities with Beneficial
Conversion Features or Contingently Adjustable Conversion Ratios" and EITF Issue
No. 00-27, "Application of issue No. 98-5 to Certain Convertible Instruments",
the Company has determined the date of approving and signing the agreement as
the commitment date and since the conversion price was equal to the market price
of the company's Common stock at that date, the Note had no beneficial
conversion feature.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-1

3. We note that your audit report was signed by an audit firm based in Tel Aviv,
Israel. Please tell us how you concluded that it is appropriate to have an audit
report issued by an auditor licensed outside of the United States. In accordance
with Article 2 of Regulation S-X, we believe that the audit report of a
registrant (that is not a foreign private issuer) should ordinarily be rendered
by an auditor licensed in the United States. Further, guidance may be found in
Section 5.K of "International Reporting and Disclosure Issues in the Division of
Corporation Finance" on the Commission's website at:
http://www.sec.gov/divisions/corpfin/internal/cfindissues1104.htm#p442_68217.
Please tell us (1) where the majority of your revenues are earned, (2) where the
majority of your assets are located, (3) where your management and accounting
records are located and (4) where the majority of the audit work is conducted.
We may have further comments.

<PAGE>

The Company supplementally advises the Staff that Rule 2-01 to Regulation S-X
requires that an independent accountant be licensed and in good standing under
the laws of the place of the accountant's residence or principal office. The
rule is silent as to whether or not the state or country of where the accountant
is licensed must coincide with the location of the registrant's corporate
offices or place where the registrant conducts its principal operations. The
Staff interprets Rule 2-01 to Regulation S-X to require the audit report on a
domestic registrant's financial statements to be rendered by an auditor licensed
in the United States.

In response to the Staff comment we supplementally advise the staff that, we
have considered the Staff's views on "Location of Auditors" as described in
Section 5.K of "International Reporting and Disclosure Issues in the Division of
Corporation Finance".

The following is the necessary financial information required by the Staff's
release on "Location of Auditors" (as of December 31, 2004 and March 31, 2005):
o        Revenues - 56% and 50% of the Company's revenues as of December 31,
         2004 and March 31, 2005, respectively derived outside the US (i.e. -
         the UK subsidiary).
o        Assets - 64% and 61% of the Company's assets as of December 31, 2005
         and March 31, 2005 are located outside the US (i.e. - the UK
         subsidiary).
o        Accounting records - Each of the entities, the US and the UK subsidiary
         keeps its own accounting records.
o        Management - The Company's CEO and CFO resides in the US while the
         Chairman of the Board of Directors, and a majority of the Board of
         Directors, which also actively participates in strategic decisions
         are based in Israel as well as the controlling shareholder (more than
         40%), Telkoor.
o        Audit work - The audit field work of the Company is conducted in the
         United States and the audit field work of the UK subsidiary is
         conducted in the UK.

We have considered the following factors in having our audit report signed by an
Israeli based auditor:
o          Most of the Company's assets and revenues derived outside the US.
o          The Company's main shareholder, Telkoor, is a publicly traded company
           in the Tel-Aviv Stock Exchange ("TASE"). In addition, the Chairman of
           Digital Power, who is also the Chairman of Telkoor, is involved in
           operational decisions of the Company and is located in Israel.
o          The Company's consolidated financial statements are included in
           Telkoor's consolidated financial statements, a publicly
           traded company in the TASE, reporting its consolidated
           financial statements in accordance with generally accepted
           accounting principles in Israel.  In accordance with Israeli
           regulations, the Company's publicly disclosed financial

<PAGE>

           statements, on an annual and interim basis, must be
           reconciled between Israeli GAAP and US GAAP. Such
           reconciliation could not be practically performed by a
           non-Israeli auditor.

Based on all factors and information set forth above, we believed that it is
appropriate to have an audit report issued by an audit firm based in Israel.
Should the circumstances on which this conclusion was based on would change,
this conclusion will be re-considered.

Note 2(l) Accounting for stock-based compensation, page F-9
-----------------------------------------------------------

4. In future filings clarify how you account for options issued to non-employees
and how it differs from accounting for options issued to employees.

The Company supplementally advises the Staff that it intends to review and
revise its disclosure in future filings to clarify how options issued to
non-employees were accounted and how it differs from accounting for options
issued to employees.

Certifications, Exhibits 31
---------------------------

5. We see differences between your Certifications and the language specified in
Item 601(b) (31) of Regulation S-B. Please revise to include the specified
language in all Certifications.

In response to the Staff comment we supplementally advise the staff that, we
will revise the language in the Certification to read in its entirely as
follows:

I, Jonathan Wax, Chief Executive Officer of Digital Power Corporation,
certify that:

1.       I have reviewed this annual report of Digital Power
         Corporation;
2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;
3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

<PAGE>

4.       The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

                  (a) Designed such disclosure controls and procedures, or
                  caused such disclosure controls and procedures to be designed
                  under our supervision, to ensure that material information
                  relating to the registrant, including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities, particularly during the period in which this report
                  is being prepared;

                  (b) Omitted.;

                  (c) Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

                  (d) Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

                  (a) All significant deficiencies and material weaknesses in
                  the design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

                  (b) Any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the registrant's internal control over financial reporting.

I, Leo Yen, Chief Financial Officer of Digital Power Corporation, certify that:

     1. I have reviewed this annual report of Digital Power Corporation;

     2. Based on my knowledge, this report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary

<PAGE>

         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;
     3.  Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;
     4.  The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

                  (a) Designed such disclosure controls and procedures, or
                  caused such disclosure controls and procedures to be designed
                  under our supervision, to ensure that material information
                  relating to the registrant, including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities, particularly during the period in which this report
                  is being prepared;

                  (b) Omitted.;

                  (c) Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

                  (d) Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

     5.  The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

                  (a) All significant deficiencies and material weaknesses in
                  the design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

                  (b) Any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the registrant's internal control over financial reporting.

<PAGE>

The Company acknowledges the following statements:

o        the company is responsible for the adequacy and accuracy of the
         disclosure in the filing;

o        staff comments or changes to disclosure in response

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

July 19, 2005

Jonathan Wax, Chief Executive Officer
Digital Power Corporation
41920 Christy Street
Fremont, California 94538

Via U S Mail and FAX [ (510) 353-4023 ]

	Re:	Digital Power Corporation
		Form 10-K for the fiscal year December 31, 2004 and
Amendment No. 1
		Form 10-Q for the fiscal quarter March 31, 2005
		File No.  1-12711

Dear Mr. Wax:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures, and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments in all future
filings with the Commission.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Mr. Jonathan Wax
Digital Power Corporation
July 19, 2005
Page 2

Form 10-KSB for fiscal 12/31/04 and Amendment No. 1

Management`s Discussion and Analysis - General, page 10

1. Under Item 11 in Amendment No. 1 we read that Telkoor holds
43.2%
of your stock and has a convertible note for an additional 3.7%.
In
addition, the Chairman of Telkoor holds 4.4% of your stock and the
General Manager holds 1.6 %. In future filings, disclose more
details
of the relationship with Telkoor and its significant ownership
interest. Tell us whether all the significant related party
transactions are disclosed in the financial statements as required
by
SFAS 57.

2. As a related matter, please tell and disclose in future filings
details about the accounting for the interest free convertible
note
disclosed in Note 12 on page F-22, including whether the $1.06
conversion price was at fair value and how this was determined.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-1

3. We note that your audit report was signed by an audit firm
based
in Tel Aviv, Israel.  Please tell us how you concluded that it is
appropriate to have an audit report issued by an auditor licensed
outside of the United States. In accordance with Article 2 of
Regulation S-X, we believe that the audit report of a registrant
(that is not a foreign private issuer) should ordinarily be
rendered
by an auditor licensed in the United States.  Further guidance may
be
found in Section 5.K of "International Reporting and Disclosure
Issues in the Division of Corporation Finance" on the Commission`s
website at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P4
42_69217.  Please tell us (1) where the majority of your revenues
are
earned, (2) where the majority of your assets are located, (3)
where
your management and accounting records are located and (4) where
the
majority of the audit work is conducted.  We may have further
comments.

Note 2 (l)  Accounting for stock-based compensation, page F-9

4. In future filings clarify how you account for options issued to
non-employees and how it differs from accounting for options
issued
to employees.

Mr. Jonathan Wax
Digital Power Corporation
July 19, 2005
Page 3

Certifications, Exhibits 31

5. We see differences between your Certifications and the language
specified in Item 601(b)(31) of Regulation S-B.  Please revise to
include the specified language in all Certifications.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a response letter that keys your responses to our
comments and provides the requested information.  Confirm that you
will comply with these comments in all future filings with the
Commission.  Detailed response letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments and the requested
information.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that the filing includes all information required under
the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed decision.  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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

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

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Mr. Jonathan Wax
Digital Power Corporation
July 19, 2005
Page 4

      You may contact Jeanne Bennett at (202) 551-3606, or me at
(202) 551-3676, if you have questions regarding our comments.  In
our
absence you may contact at Martin F. James, Senior Assistant Chief
Accountant at (202) 551-3671}

      Sincerely,

      Brian R. Cascio
      Accounting Branch Chief,
??

??

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??

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