March 26, 2019

Robby Chang
Chief Financial Officer
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104

       Re: Riot Blockchain, Inc.
           Registration Statement on Form S-3
           Filed March 14, 2019
           File No. 333-230290

Dear Mr. Chang:

       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.

Registration Statement on Form S-3

Risk Factors, page 10

1.     We note that your bylaws include a forum selection provision. Please
disclose the
       existence of this provision in a risk factor and that such a provision
may limit a
       shareholder's ability to bring a claim in a judicial forum that it finds
favorable for such
       disputes and may discourage lawsuits with respect to such claims. Please
also specifically
       disclose whether the provision applies to actions arising under the
Exchange Act and the
       Securities Act.
General

2.     We note that you filed this registration statement more than 45 days
after the end of
       your fiscal year. As you do not appear to meet the age of financial
statement requirements
 Robby Chang
Riot Blockchain, Inc.
March 26, 2019
Page 2
       of Rule 8-08(b) of Regulation S-X, you will need to include your audited
       financial statements or file and incorporate by reference your Form 10-K
for fiscal year
       ended December 31, 2018 before we will accelerate the effective date of
your registration
       statement. Please also note that if the Form 10-K does not include Part
III information,
       we will not be in a position to accelerate the effective date of your
registration statement
       until you have filed the definitive proxy statement. Please refer to
Compliance and
       Disclosure Interpretations, Securities Act Forms Question 123.01 and
Regulation S-K
       Question 117.05 for guidance.
3.     We note that there are outstanding comments on your Form 10-K for the
fiscal year
       ended December 31, 2017, your Form 10-Q/A for the quarter ended
September 30, 2018,
       and your Current Report on Form 8-K filed October 4, 2017. Please be
advised that we
       will not be in a position to declare your registration statement
effective until all comments
       on your Exchange Act filings are resolved.
        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 Dorrie Yale at 202-551-8776 or Suzanne Hayes at
202-551-3675 with any
questions.



                                                             Sincerely,
FirstName LastNameRobby Chang
                                                             Division of
Corporation Finance
Comapany NameRiot Blockchain, Inc.
                                                             Office of
Healthcare & Insurance
March 26, 2019 Page 2
cc:       William R. Jackman, Esq. - Rogers Towers, P.A.
FirstName LastName