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                               August 27, 2021

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

                                                        Re: Digital World
Acquisition Corp.
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed August 20,
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. 4 to S-1 filed August 20, 2021

       Risk Factors
       Our anchor investors have provided indications of interest to purchase
up to 91.3% of the units
       sold in this offering, page 56

   1.                                                   We note your revised
disclosure that the allocations to the anchor investors will be
                                                        determined by the
underwriters. We also note your new risk factor disclosure that in the
                                                        event that your units
are concentrated in a limited number of anchor investors, you may
                                                        not be able to meet the
public distribution requirement, among others, of the Nasdaq
                                                        initial listing
standards. Please revise to clarify whether the allocation by the underwriters
                                                        will be subject to
satisfying Nasdaq initial listing requirements, including the minimum
                                                        number of round lot
holders. We may have additional comments.
 Patrick Orlando
Digital World Acquisition Corp.
August 27, 2021
Page 2
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2

2.    We note the second paragraph of the audit report refers to working
capital deficit as
      of June 30, 2021. We also note the financial statements and notes to
financial statements
      for the period ended June 30, 2021 are not labeled as unaudited. However,
the audit
      opinion does not cover the financial statements for the period ended June
30, 2021. Please
      clarify and revise to provide an audit report consistent with the audited
      financial statements included in filing.
       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,
FirstName LastNamePatrick Orlando
                                                           Division of
Corporation Finance
Comapany NameDigital World Acquisition Corp.
                                                           Office of Energy &
Transportation
August 27, 2021 Page 2
cc:       Wei Wang
FirstName LastName