April 30, 2019

Robert Liscouski
Chief Executive Officer
Quantum Computing Inc.
215 Depot Court SE
Suite 212
Leesburg, VA 20175

       Re: Quantum Computing Inc.
           Amendment No. 1 to Registration Statement on Form 10-12(g)
           Filed April 15, 2019
           File No. 000-56015

Dear Mr. Liscouski:

       We have reviewed your April 15, 2019 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
April 9, 2019 letter.

Amendment No. 1 to Registration Statement on Form 10

Item 6. Executive Compensation
Summary Compensation Table, page 27

1.    We note your response to prior comment 5 that you determined the
appropriate fair value
      of the stock grants to employees by using the closing OTC Market price on
the day of the
      stock grants as the fair market value. Please explain to us why the
amounts in the Stock
      Awards column in your Summary Compensation Table appear to be
inconsistent and
      much less than the OTC Market price used to adjust compensation expense
in 2018.
Item 15. Financial Statements and Exhibits
Balance Sheets as of December 31, 2018 and December 31, 2017, page F-4
 Robert Liscouski
Quantum Computing Inc.
April 30, 2019
Page 2
2.    We note your response to prior comment 5 that your repurchase rights
should be viewed
      as forfeiture provisions and have adjusted the stock compensation expense
in 2018
      accordingly. However, we note your Balance Sheet continues to present
4,724,161 shares
      issued and outstanding as of December 31, 2018. Please revise or advise.
Statement of Stockholders' Deficit, page F-6

3.    We note your response to prior comment 4. The balance of accumulated
deficit of
      ($16,484,367) as of December 31, 2018 presented on the Statement of
Stockholders'
      Deficit still does not agree with the accumulated deficit of
($20,379,867) as of December
      31, 2018 presented on the Balance Sheet. Please revise.
Notes to the Audited Financial Statements, page F-14

4.    Your response to prior comment 5 references ASC 718. Please describe the
significant
      terms of the stock-based employee awards including the vesting and
contractual terms.
       Tell us what consideration was given to recognizing the compensation
cost of share-based
      employee awards over the requisite service period. Revise to disclose the
requisite service
      period for your stock based compensation grants and any other substantive
conditions
      including those related to vesting. We refer you to ASC 718-10-35-2 and
718-10-50-
      2(a)(1).
       You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Edwin Kim, Attorney-Advisor, at (202)
551-3297 with
any other questions.



                                                           Sincerely,

FirstName LastNameRobert Liscouski                         Division of
Corporation Finance
                                                           Office of
Information Technologies
Comapany NameQuantum Computing Inc.
                                                           and Services
April 30, 2019 Page 2
cc:       Chris Roberts
FirstName LastName