November 4, 2024

Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201

        Re: Beneficient
            Amendment No. 2 to Form S-3 on Form S-1
            Filed October 24, 2024
            File No. 333-281694
Dear Brad K. Heppner:

     We have reviewed your amended registration statement and have the
following
comment.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the 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. Unless
we note
otherwise, any references to prior comments are to comments in our October 8,
2024 letter.

Amendment No. 2 to Form S-3 on Form S-1
Selling Stockholders, page 280

1.     We note your response to prior comment 2. Please revise your disclosure
in the selling
       stockholders table to increase Yorkville   s ownership to 9.99% and
include the number
       of shares corresponding to that percentage in the table. In addition,
list Yorkville as a
       beneficial owner in the beneficial ownership table on page 238 with the
same 9.99%
       ownership. In the alternative, if you continue to believe that the 4.99%
is a meaningful
       limitation of Yorkville's ability to purchase and hold your securities,
please provide us
       with detailed analysis addressing each of the following:
           please explain the reason for the 4.99% limitation and point us to
the respective
           section of an agreement between you and Yorkville that establishes
           this ownership limitation;
 November 4, 2024
Page 2

            tell us if you plan to issue shares to Yorkville under both SEPA
and pursuant to
          the debentures conversion during the same period of time;
          explain why the limitation for the conversion of debentures is also
binding on you
          (for example, in a situation where you issue securities pursuant to
SEPA as
          opposed to the agreement under which you can issue convertible
debentures); and
          tell us if there is any ranking or priority between the 4.99%
limitation and the
          9.99% limitation in the SEPA and the respective agreements where
these
          limitations are included.
      In addition, as it relates to the 4.99% limitation, we note from your
response that you
      have    excluded from the number of shares beneficially owned prior to
the offering all
      of the shares that Yorkville may be required to purchase under the SEPA,
because the
      issuance of such shares is at [your] discretion and is subject to
conditions contained in
      the SEPA.    In this regard, we also note that it appears that you have
sold at least
      503,827 shares pursuant to the SEPA under a previously effective
registration
      statement and you can issue additional shares to Yorkville as soon as
this registration
      statement becomes effective. Please note that we may have further
comments after we
      review your response.
       Please contact Robert Arzonetti at 202-551-8819 or Tonya Aldave at
202-551-3601
with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance
cc:   Matthew L. Fry, Esq.