United States securities and exchange commission logo





                 November 2, 2022

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

                                                        Re: Quantum Computing
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed October 28,
2022
                                                            File No. 333-268064

       Dear Robert Liscouski:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

              Please refer to Rule 461 regarding requests for acceleration. 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.

               Please contact Marion Graham, Law Clerk, at 202-551-6521, or Jan
Woo, Legal Branch
       Chief, at 202-551-3453 with any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              Lawrence Metelitsa