October 8, 2024

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

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

     We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our September
12, 2024
letter.

Amendment No. 1 to the Registration Statement on Form S-3
General

1.     It appears that you are relying on General Instruction I.B.6 for Form
S-3 eligibility as
       to the Standby Equity Purchase Agreement with Yorkville. Please include
       the information required pursuant to Instruction 7 to General
Instruction I.B.6.
       Alternatively, please amend your registration statement on an
appropriate form. In
       addition, please tell us how Yorkville plans to comply with this
limitation.
 October 8, 2024
Page 2
Selling Stockholders, page 80

2.     We note your response to prior comment 3 and your revised disclosure. It
appears
       that you are only listing Yorkville's share ownership based on the 9.99%
beneficial
       ownership limitation contained in the Standby Equity Purchase Agreement.
Please tell
       us the basis for doing so or revise to include all shares of which
Yorkville is a
       beneficial owner.

       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.