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                             May 23, 2023

       Tyler Page
       Chief Executive Officer
       Cipher Mining Inc.
       1 Vanderbilt Avenue, Floor 54, Suite C
       New York, NY 10017

                                                        Re: Cipher Mining Inc.
                                                            Registration on
Form S-3
                                                            Filed May 4, 2023
                                                            File No. 333-271641

       Dear Tyler Page:

               We have limited our review of your registration statement to the
issue we have addressed
       in our comment. Please respond to this letter by amending your
registration statement and
       providing the requested information. If you do not believe our comment
applies 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 this comment, we may have additional
comments.

       Registration on Form S-3

       General

   1.                                                   We note that you have
provided collateral in connection with your agreements with
                                                        Luminant ET Service
Company LLC and Vistra Operations Company LLC. Please tell us
                                                        whether your bitcoin
serves as collateral pursuant to these agreements or any other
                                                        agreements. If so, to
the extent material, please discuss whether the current crypto asset
                                                        market disruption has
impacted the value of the underlying collateral, and explain any
                                                        resulting material
financing and liquidity risk this raises for your business.
              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.
 Tyler Page
Cipher Mining Inc.
May 23, 2023
Page 2

      Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter
Berkheimer, Legal
Branch Chief, at 202-551-3758 with any questions.



FirstName LastNameTyler Page                           Sincerely,
Comapany NameCipher Mining Inc.
                                                       Division of Corporation
Finance
May 23, 2023 Page 2                                    Office of Crypto Assets
FirstName LastName