September 19, 2024

Matthew McGahan
Chief Executive Officer
Lottery.com Inc.
5049 Edwards Ranch Rd., 4th Floor
Fort Worth, Texas 76109

       Re: Lottery.com Inc.
           Registration Statement on Form S-1
           Filed September 4, 2024
           File No. 333-281925
Dear Matthew McGahan:

     We have conducted a limited review of your registration statement and have
the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1.     Your Plan of Distribution disclosure on page 78 appears to indicate you
are conducting
       the primary component of this offering on a best-efforts, no minimum
basis. Please revise
       the cover page to disclose the information required by Item 501(b)(8) of
Regulation S-K.
2.     The first reference to the resale offering on the cover page discloses
that the registration
       statement covers the resale of up to 4,405,384 shares of common stock.
Subsequent cover
       page disclosure and disclosure on the selling shareholder table indicate
that it covers up
       to 5,970,854 shares of common stock. Please revise to reconcile this and
any other similar
       inconsistencies.
3.     You disclose here that you will offer 50 million shares of common stock
at $3.00 per
       share. On page 4, you state that the "actual offering price per share
will be as determined
       by us based on market conditions at the time of pricing" and
"[t]herefore, the assumed
       public offering price used throughout this prospectus may not be
indicative of the final
 September 19, 2024
Page 2

       offering price." Please revise to disclose that the offering price will
be fixed for the
       duration of this offering or advise.
Plan of Distribution, page 78

4.     You disclose here that you are "offering [y]our Common Stock on a
best-efforts basis
       directly from the Company or through placement agents we may later
identify."
       Please clarify whether you intend to engage a placement agent prior to
the effectiveness of
       this registration statement. Additionally, confirm your understanding
that a post-effective
       amendment to this registration statement would be required if you add a
placement agent
       after the effectiveness of this registration statement.
5.     We note your disclosure here that you are offering your common stock
"directly from the
       Company." To the extent your officer or directors will be conducting
this offering,
       please revise your Plan of Distribution section to clarify whether these
officers and
       directors are registered broker-dealers under Section 15 of the Exchange
Act or, if not,
       whether they intend to rely on Rule 3a4-1 of the Exchange Act.
Exhibits

6.     We note that certain of the shares included in the resale component of
this offering are
       currently outstanding. Accordingly, please provide a revised legality
opinion that states,
       with respect to the currently outstanding resale shares, that the shares
   are        and not
          shall be        legally issued, fully paid and non-assessable.
Consider Section II.B.2.h of
       Staff Legal Bulletin No. 19.
General

7.     We note that Yusufali & Associates, LLC, the auditor of your financial
statements
       included in this registration statement, requested to withdraw from
registration with the
       PCAOB on August 26, 2024. As Yusufali & Associates, LLC can no longer
perform new
       audit work, please tell us whether you have engaged a new audit firm at
this time and, if
       so, provide any disclosures required by Item 304 of Regulation S-K.
8.     Please tell us if Yusufali & Associates, LLC performed any additional
work in connection
       with the information included in your amended Form 10-Qs for the
quarterly periods
       ended September 30, 2023 and June 30, 2024. If so, please describe the
work performed
       by your auditor.
9.     Please include an audit report in this Form S-1 and ensure that it is
dated. Separately, we
       note that the audit report included in Amendment No. 1 to your Form 10-K
for the fiscal
       year ended December 31, 2023 does not include a date. Consider filing an
amendment to
       this Form 10-K to provide a dated audit report.
10.    The consent of your auditor, filed as Exhibit 23.1, references a report
relating to your
       financial statements for the period ended June 30, 2024. We did not
locate any report in
       your Form 10-Q for the quarterly period ended June 30, 2024. Please
advise.
11.    Please have your auditor remove from their consent the incorporation by
reference
       language and to specify that their report relates to their audit of the
company   s restated
       consolidated financial statements as of December 31, 2023 and 2022, and
for the years
       then ended.
 September 19, 2024
Page 3

        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.

       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.

       Please contact Mitchell Austin at 202-551-3574 or Jan Woo at
202-551-3453 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:   M. Richard Cutler