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    June 21, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    100 F Street, N.W.

    Washington, D.C. 20549

    Attn: Beverly Singleton or Andrew Blume

    Re:        Turning Point Brands, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Form 8-K Filed May 2, 2024

    File No. 001-37763

    Dear Ms. Singleton and Mr. Blume:

    On behalf of Turning Point Brands, Inc. (“Turning Point” or the “Company”), I am responding to the comments received from the staff (the “Staff”) of the United States Securities and Exchange Commission by letter dated
      May 24, 2024, with respect to Turning Point’s Form 10-K and Form 8-K listed above (the “Comments”). The number of the paragraphs below corresponds to the numbering of the comments, which for the Staff’s convenience have been incorporated into this
      response letter. The Company respectfully acknowledges the Staff’s comments.

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Uses of Estimates, page 43

          1.

            Please enhance your disclosure to provide qualitative and quantitative information necessary to understand the estimation uncertainty and the impact your critical accounting estimates have had or are reasonably
              likely to have on your financial condition and results of operations. In doing so, discuss how much each estimate and/or assumption has changed over a relevant period and the sensitivity of reported amounts to the underlying methods,
              assumptions and estimates used. The disclosures should supplement, not duplicate, the description of accounting policies or other disclosures in the notes to the financial statements. Refer to Item 303(b)(3) of Regulation S-K and SEC Release
              No. 33-8350.

    The Company acknowledges the Staff’s comment and in future filings, it will revise the disclosure regarding the “Critical Accounting Policies and Uses of Estimates” section of its Management’s

      Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), to focus on the assumptions and estimates that underlie the Company’s critical accounting estimates. The Company will, where necessary, revise its disclosure to
      quantify and provide an analysis of the impact of critical accounting estimates on its financial position and results of operations for the periods presented, including the effects of changes in critical accounting estimates between periods and the
      sensitivity of reported amounts to the underlying methods, assumptions and estimates used. If material, the Company will also include qualitative and quantitative information regarding the sensitivity of reported results to changes in its
      assumptions, judgments, and estimates for outcomes that are reasonably likely to occur and would have a material effect.

      Turning Point Brands, Inc.

        Page 2

    Presented below for illustrative purposes is an example of the disclosure the Company intends on including in future filings in the “Critical Accounting Policies and Uses of Estimates” section of its MD&A relating to
      its policies and estimates for accounting for Goodwill and Other Intangible Assets to address the Staff’s comment.

    “Goodwill and Other Intangible Assets

    We follow the provisions of ASC 350, Intangibles – Goodwill and Other in accounting for goodwill and other indefinite-lived intangible assets. Goodwill and indefinite-lived
      intangible assets are tested for impairment annually on December 31, or more frequently if certain indicators are present, in accordance with ASC 350-20-35 and ASC 350-30-35, respectively. Examples of such indicators could include but are not limited
      to a significant loss of market share, significant decline in operating results, change in management strategy or operations, economic decline, and other significant disruptions to the business.

    When testing goodwill for impairment, we have the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting
      unit is less than its carrying value. If we choose not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that the carrying value of a reporting unit exceeds its
      estimated fair value, additional quantitative testing is required. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in the amount by which the carrying value of the reporting unit exceeds its fair
      value, limited to the amount of goodwill at the reporting unit. The assessment of fair value for impairment purposes requires significant judgement by management. As quoted market prices are not available for our reporting units, we determine the
      fair value for each of the reporting units using a combination of the income approach and market approach. Management’s assumptions include projected future performance, expected future costs, and expected future economic and market conditions. If
      these assumptions and estimate are not met or operations are impacted by other factors the reporting units could be subject to goodwill impairment. Under the income approach, fair value is determined based on the present value of estimated future
      cash flows, discounted at an appropriate risk-adjusted rate. Under the market approach, we select peer sets based on close competitors and review the revenue and EBITDA multiples to determine the fair value. We also reconcile the estimated aggregate
      fair value of our reporting units resulting from these procedures to our overall market capitalization.

      Turning Point Brands, Inc.

        Page 3

    The Company completed its annual goodwill impairment testing for 2023 and determined that the carrying amount of goodwill was not impaired. For our 2023 impairment testing we
      used qualitative assessments, in which we considered macro and micro-economic indicators, changes in costs, overall financial performance and other relevant entity-specific events and noted no indication of impairment. We also considered the
      substantial excess of fair values over carrying values as determined in the prior year’s quantitative assessment. In 2022, the fair values of our Zig-Zag and Stokers’ reporting units substantially exceeded their carrying values, while our CDS
      reporting unit’s goodwill was fully impaired. The underlying assumptions utilized during the prior year’s quantitative assessment remain sufficiently similar in 2023 and in line with our projections. As a result, the underlying assumptions on which
      the previous fair values are based have not sufficiently changed from the prior year to suggest a material difference in the 2023 fair value assessments to indicate that it is more likely than not that the fair values of the reporting units in 2023
      are below their carrying amounts. For our 2022 impairment testing we used quantitative assessments, consisting of a combination of discounted cash flow models (income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company
      Method (market approach) and determined that the carrying amount of goodwill was not impaired for our Zig-Zag and Stokers’ reporting units and was fully impaired for our CDS reporting unit. Our significant assumptions in these analyses include, but
      are not limited to, projected revenue, the weighted average cost of capital, the terminal growth rate, derived multiples from comparable market transactions and other market data.

    Indefinite-lived intangible assets are tested for impairment at least annually or more frequently when events or changes in
        circumstances indicate that the asset may be impaired. Impairment exists when carrying value exceeds fair value. The Company’s fair value methodology is primarily based on the relief from royalty approach. In 2022, based on quantitative
        assessments, the carrying value our Zig-Zag and Stokers’ indefinite-lived intangible assets exceeded their fair values by a relatively nominal amount. Our significant assumptions in these analyses include, but are not limited to, projected revenue,
        the weighted average cost of capital and royalty rate. We used modest growth rates in projecting the revenue related to these indefinite-lived intangible assets. The Company determined that the underlying
        assumptions on which the fair values were based in 2022 have not sufficiently changed to warrant a material difference in the 2023 fair value assessments. As we do for each impairment assessment, for our future impairment assessments we will
        evaluate the reasonableness and relevance of our previous performance assumptions, considering both internal and external factors existing at the impairment test date, to determine if changes to those performance assumptions are warranted.

    We follow the provisions of ASC 350-30-35 and ASC 360-10-35 to account for our finite-lived intangible assets, which are amortized over their estimated useful lives, generally on
      a straight-line basis for periods ranging primarily from 3.5 to 15 years. The Company continually evaluates the reasonableness of the useful lives of these assets and identified no impairment indicators in 2023 related to its finite-lived intangible
      assets.

    If actual results are not consistent with the Company’s estimates and/or other assumptions change, the Company may be exposed to future impairment charges that could materially
      and adversely impact its financial position and results of operations.”

      Turning Point Brands, Inc.

        Page 4

    Results of Operations, page 45

          2.

            Although you provide a discussion and analysis of segment gross profit, we note that you do not discuss segment operating income, which represents the segment measure of profit or loss reviewed by your chief operating decision maker for purposes of allocating resources and assessing performance. Please provide a discussion
                and analysis of segment operating income or otherwise clarify why such discussion would not be necessary to an understanding of your business. See Item 303(b) of Regulation S-K.

    The Company acknowledges the Staff’s comment and in future filings, it will include a discussion and analysis of segment operating income in addition to segment gross profit.

          3.

            Where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each factor
              contributed to the overall change in that line item, including any offsetting factors. When you discuss revenue fluctuations, quantify in dollars the extent to which changes are attributable to changes in prices or to changes in the volume or
              amount of goods or services being sold or to the introduction of new products or services. In addition, where you identify intermediate causes of changes in your operating results, also describe the reasons underlying the intermediate causes.
              For example, your gross profit discussion on page 46 provides generic language regarding “strong incremental margin contribution” and “channel mix” without providing additional context. Ensure you explain in sufficient detail the reasons
              driving the changes in your results of operations and that your overall revised disclosures assist in satisfying the requirements of Item 303(a)-(b) of Regulation S-K and the three principal objectives of MD&A, as noted in SEC Release No.
              33-8350:

          •

            to provide a narrative explanation of a company’s financial statements that enables investors to see the company through the eyes of management;

          •

            to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and

          •

            to provide information about the quality of, and potential variability of, a company’s earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future
              performance.

    The Company acknowledges the Staff’s comment and in future filings will enhance its discussion of each factor which contributed to changes in a particular financial statement line item between
      periods, including any offsetting factors to the extent possible to enhance investors’ understanding of the magnitude and relative impact of each factor. In addition, where there are intermediate causes of changes in the Company’s operating results,
      the Company will describe the reasons underlying the intermediate causes.

      Turning Point Brands, Inc.

        Page 5

    Presented below for illustrative purposes is an example of the disclosure the Company intends on including in future filings to address the Staff’s comments, which was prepared
        utilizing results for the years ended December 31, 2023 and 2022, with Gross Profit used as an example.

    “Gross Profit. For the year ended December 31, 2023, overall gross profit
        decreased to $203.2 million from $205.5 million for the year ended December 31, 2022, a decrease of $2.3 million or 1.1%. Gross profit as a percentage of net sales increased to 50.1% of net sales for the year ended December 31, 2023, from 49.5% of
        net sales for the year ended December 31, 2022. The overall decrease in gross profit was driven by decreased margins in the Creative Distribution Solutions segment partially offset by increased margins in the Stoker’s Products segment.

    For the year ended December 31, 2023, gross profit in the Zig-Zag Products segment decreased to $101.1 million from $106.6 million for the year ended December 31, 2022, a
      decrease of $5.5 million or 5.2%. Gross profit as a percentage of net sales remained steady at 56.0% of net sales for the years ended December 31, 2023 and 2022.

      For the year ended December 31, 2023, gross profit in the Stoker’s Products segment increased to $81.9 million from $71.3 million for the year ended December 31, 2022, an
        increase of $10.6 million or 14.9%. Gross profit as a percentage of net sales increased to 56.6% of net sales for the year ended December 31, 2023, from 54.5% of net sales for the year ended December 31, 2022, primarily as a result of the strong
        incremental margin contribution of MST. MST margins increased 340 basis points year over year.

    For the year ended December 31, 2023, gross profit in the Creative Distribution Solutions segment decreased to $20.3 million from $27.7 million for the year ended December 31,
      2022, a decrease of $7.4 million or 26.7%. Gross profit as a percentage of net sales decreased to 25.3% of net sales for the year ended December 31, 2023, from 29.5% of net sales for the year ended December 31, 2022, primarily as a result of the
      sales channel mix as business-to-consumer sales, which have higher margins than business-to-business sales, became a smaller portion of the segment.”

    EBITDA and Adjusted EBITDA, page 48

          4.

            We note your non-GAAP adjustment for “FDA PMTA” includes “costs associated with applications related to FDA premarket tobacco product application.” Per your disclosure on page 8, the Premarket Tobacco
              Application process requires certain tobacco products introduced or changed since 2007 to submit an application to the FDA and receive marketing authorization prior to entering the market. Considering such costs appear to represent n