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                               April 5, 2022

       Rick Danis
       General Counsel
       Rigetti Computing, Inc.
       775 Heinz Avenue
       Berkeley, CA 94710

                                                        Re: Rigetti Computing,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 23,
2022
                                                            File No. 333-263798

       Dear Mr. Danis:

              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-1 filed March 23, 2022

       Cover Page

   1.                                                   For each of the shares
and warrants being registered for resale, disclose the price that the
                                                        selling securityholders
paid for such shares, warrants, or units overlying such securities.
   2.                                                   Disclose the likelihood
that warrant holders will not exercise their warrants. Provide
                                                        similar disclosure in
the prospectus summary, risk factors, MD&A and use of proceeds
                                                        section and disclose
that cash proceeds associated with the exercises of the warrants are
                                                        dependent on the stock
price. Describe the impact on your liquidity and update the
                                                        discussion on the
ability of your company to fund your operations on a prospective basis
                                                        with your current cash
on hand.
 Rick Danis
FirstName   LastNameRick
Rigetti Computing,  Inc. Danis
Comapany
April       NameRigetti Computing, Inc.
       5, 2022
April 25, 2022 Page 2
Page
FirstName LastName
3.       We note the significant number of redemptions of your common stock in
connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of your public float. Highlight the
significant negative impact
         sales of shares on this registration statement could have on the
public trading price of the
         common stock. In this regard, highlight that certain of the shares
being registered for
         resale were purchased by the selling securityholders for prices below
the current market
         price of the common stock and that such securityholders would have an
incentive to sell.
Prospectus Summary
Background, page 1

4.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the common
         stock, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company   s ability
         to raise additional capital.
Risk Factors
Additional Risks Related to Ownership of Our Securities
Future sales, or the perception of future sales, by us or our stockholders in
the public market...,
page 42

5.       To illustrate the risk that potential sales of shares pursuant to this
registration statement
         could put negative pressure on the trading price, disclose the
purchase price of the
         securities being registered for resale and the percentage that these
shares currently
         represent of the total number of shares outstanding. Also disclose
that even though the
         current trading price is significantly below the SPAC IPO price,
certain private investors
         may have an incentive to sell because they purchased their shares at
prices lower than the
         public investors.
6.       You state on page 42 that    future    resales of the common stock
issued in connection with
         the Merger may cause the market price of your securities to drop
significantly. This
         statement should be updated given that this prospectus is facilitating
those sales.
 Rick Danis
FirstName   LastNameRick
Rigetti Computing,  Inc. Danis
Comapany
April       NameRigetti Computing, Inc.
       5, 2022
April 35, 2022 Page 3
Page
FirstName LastName
        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 Austin Pattan, Staff Attorney, at (202) 551-6756 or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Rupa Briggs