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                                                           February 9, 2018

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

       Re: Riot Blockchain, Inc.
           Current Report on Form 8-K filed October 4, 2017
           Response dated January 22, 2018
           File No. 001-33675

Dear Mr. McGonegal:

       We have reviewed your January 22, 2018 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
January 22, 2018 letter.

Response Dated January 22, 2018

General

1.     We note your response to prior comment 1. Please provide a more-detailed
calculation
       on an unconsolidated basis for which assets held by the Company are
"investment
       securities" for the purposes of Section 3 of the Company Act. As part of
such response,
       please explicitly list which of the securities recently acquired by the
Company (e.g.,
       goNumerical/Coinsquare, TESS, and Kairos) are (or are not) included as
"investment
       securities" and why such securities have the applicable treatment for
Company Act
       Section 3 purposes.
 Jeffrey McGonegal
FirstName LastNameJeffrey McGonegal
Riot Blockchain, Inc.
Comapany NameRiot Blockchain, Inc.
February 9, 2018
June 16, 2017 Page 2
Page 2
FirstName LastName
2.       We refer to your January 24, 2018 press release announcing your recent
acquisition of
         Bitcoins at auction. Please explain the Company's treatment of
Bitcoins (and any other
         crypto assets acquired by the Company since September 30, 2017, as
applicable) for the
         purposes of Section 3(a)(1)(C) of the Company Act.
Item 1.01, page 1

3.       We note your response to prior comment 1. Notwithstanding your
determination as to
         whether you are an Investment Company under the Investment Company Act
of 1940,
         please provide us with your analysis under ASC 946-10-15-5 through
15-9 in
         determining whether you meet the definition of an investment company
for accounting
         purposes.

4.       In your description of the accounting policy you propose to apply by
analogy to digital
         assets you reference foreign currency, financial assets, and
securities. In order to help us
         further evaluate your proposed accounting, please clarify for us to
what the terms "digital
         assets" and "digital securities" relate and whether they meet the
accounting definition of
         foreign currency, financial assets, or securities. Provide a more
detailed analysis
         supporting the appropriateness of your proposed analogy to ASC 825 and
provide further
         elaboration as to the other analogies you considered and rejected and
the reasons why.

5.       Please clarify whether you hold investments in digital assets other
than bitcoin, for
         example as a result of your acquisitions of Tess, Inc. or Kairos
Global Technology, Inc.

6.       Please clarify the nature of Tess, Inc.'s business including what you
mean when you state
         that Tess, Inc. is developing blockchain solutions for
telecommunications companies.

7.       Please clarify the nature of Kairos Global Technology, Inc.'s business
and the extent to
         which its operations relate to the mining of cryptocurrency.
Exhibits

8.       We refer to your response to prior comment 2. Based on the response,
it remains unclear
         why you believe the restrictions on your rights as a shareholder in
Coinsquare are
         immaterial to an understanding of the investment. In particular, we
note that your
         response indicates that the shareholder agreement governs the
management and operation
         of the Coinsquare business and also contains provisions restricting,
and in certain cases
         mandating, transfer of your ownership interest. We further note that
the Coinsquare
         investment, when undertaken, represented your sole asset reflective of
your announced
         "shift in direction" to a "strategic investor and operator in the
blockchain." Accordingly,
         we believe the agreement is a material agreement that is required to
be filed pursuant to
         Regulation S-K, Item 601(b)(10). Please file the agreement or advise.
 Jeffrey McGonegal
Riot Blockchain, Inc.
February 9, 2018
Page 3

       You may contact Angela Connell, Accounting Branch Chief, at (202)
551-3426 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dorrie Yale at (202) 551-8776 or Joseph McCann at (202) 551-6262 with
any other
questions.

FirstName LastNameJeffrey McGonegal                      Division of
Corporation Finance
Comapany NameRiot Blockchain, Inc.                       Office of Healthcare &
Insurance
June 16, 2017 Page 3
cc: Harvey Kesner, Esq.
FirstName LastName
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