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                             May 7, 2021

       Rick Bentley
       Chief Executive Officer
       Cloudastructure, Inc.
       55 E 3rd Ave
       San Mateo, CA 94401

                                                        Re: Cloudastructure,
Inc.
                                                            Post-Qualification
Amendment No. 1 to Form 1-A
                                                            Filed May 5, 2021
                                                            File No. 024-11192

       Dear Mr. Bentley:

                                                        This is to advise you
that we do not intend to review your offering statement.

               We will consider qualifying your offering statement at your
request. If a participant in
       your offering is required to clear its compensation arrangements with
FINRA, please have
       FINRA advise us that it has no objections to the compensation
arrangements prior to
       qualification.

               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. We also remind you that, following qualification of
your Form 1-A, Rule 257
       of Regulation A requires you to file periodic and current reports,
including a Form 1-K which
       will be due within 120 calendar days after the end of the fiscal year
covered by the report.

                                                        Please contact Matthew
Derby, Staff Attorney, at (202) 551-3334 with any questions.




                             Sincerely,


                             Division of Corporation Finance

                             Office of Technology
       cc:                                              Jeanne Campanelli