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                              July 22, 2021

       Patrick Orlando
       Chairman and CEO
       Digital World Acquisition Corp.
       78 SW 7th Street
       Miami, FL 33130

                                                        Re: Digital World
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed July 8, 2021
                                                            File No. 333-256472

       Dear Mr. Orlando:

             We have reviewed your amended registration statement 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 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.

       Amendment No. 1 to Registration Statement on Form S-1 Filed July 8, 2021

       Risk Factors
       The nominal purchase price paid by our sponsor for the founder shares
may result in significant
       dilution..., page 56

   1.                                                   The quantified
disclosure in this risk factor does not appear to be consistent with the terms
                                                        of this offering or the
assumptions provided. For example, it is not clear why you have
                                                        assumed $5,000,001 for
your initial business combination in the trust account given the
                                                        other assumptions
provided. Please revise or advise.
 Patrick Orlando
FirstName  LastNamePatrick Orlando
Digital World Acquisition Corp.
Comapany
July       NameDigital World Acquisition Corp.
     22, 2021
July 22,
Page  2 2021 Page 2
FirstName LastName
General

2.       Please revise the fee table and footnotes to the fee table to
reference the correct number of
         units and warrants being offered, including units which may be issued
upon exercise of
         the 45-day option granted to the underwriters to cover
over-allotments, if any. For
         example, footnote 2 to the fee table does not appear to be accurate
with respect to the units
         and redeemable warrants related to the over-allotment, and the fee
table only reflects
         12,650,000 warrants, which does not appear to include all warrants
included as part of the
         34,500,000 units.
3.       Please revise your disclosure throughout your filing to clarify the
amount of the deferred
         underwriting fee. For example, we note your disclosure on your
prospectus cover page
         that $10,500,000 will be placed in the trust account, payable to the
underwriters for
         deferred underwriting commissions. However, we also note your
reference on page 19 to
         $3,750,000 in deferred underwriting commissions.
       You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj
Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the
financial
statements and related matters. Please contact Timothy Collins, Staff Attorney,
at 202-551-3176
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Energy
& Transportation
cc:      Wei Wang