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                            August 31, 2021

       Patrick Orlando
       Chairman and CEO
       Digital World Acquisition Corp.
       78 SW 7th Street
       Miami, FL 33130

                                                        Re: Digital World
Acquisition Corp.
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Filed August 30,
2021
                                                            File No. 333-256472

       Dear Mr. Orlando:

             We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 27, 2021 letter.

       Amendment No. 5 to Form S-1 filed August 30, 2021

       Risk Factors
       Our anchor investors have provided indications of interest to purchase
up to 91.3% of the units
       sold in this offering, page 56

   1.                                                   We note your response
to prior comment one, and re-issue such comment. Please revise
                                                        the prospectus to
clarify whether the allocation by the underwriters will be subject to
                                                        satisfying Nasdaq
initial listing requirements, including the minimum number of round lot
                                                        holders.
 Patrick Orlando
FirstName  LastNamePatrick Orlando
Digital World Acquisition Corp.
Comapany
August  31, NameDigital
            2021        World Acquisition Corp.
August
Page  2 31, 2021 Page 2
FirstName LastName
       You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj
Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the
financial
statements and related matters. Please contact Timothy Collins, Staff Attorney,
at 202-551-3176
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:      Wei Wang