SecProbe.io

November 3 , 2016
Mail Stop 4631

Via E -mail
Mr. Zhengyu Wang
Chairman and Chief Executive Officer
Tantech Holdings Ltd .
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui  City, Zhejiang Province
People’s Republic of China

Re: Tantech Holdings Ltd.
 Form 20 -F for Fiscal Year Ended December 31 , 2015
Filed April 29 , 2016
Response dated October 28 , 2016
File No. 001-36885

Dear Mr. Wang :

We have reviewed your response  and have the following  additional  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 within ten business days by providing the requested
information, or by advising us when you will p rovide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these co mments, we may
have additional comments.

Form 20 -F for the period ended December 31 , 2015

Critical Accounting Policies, page73
Allowance for accounts receivable, page 74

1. We note your response to comment 3 from our letter dated September 30,  2016. It is still
not apparent from your response what your typical customer payment terms are and how
you apply your policy for evaluating collectability based on an aging analysis to those
standard terms. In that regard, while we understand you have off ered longer payment
terms to certain large retailers and wholesale chains who require such payment terms
over six months, it is not apparent how much of the outstanding receivable balance as of
December 31, 2015, relate to those larger customers who requir ed extended payment
terms. As such, please expand your response to tell us:

Mr. Wang
Tantech Holdings Ltd
November 3 , 2016
Page 2

  What your typical standard payment terms offered to customers are;
 What percentage of outstanding receivables as of December 31, 2015, relate to the
larger customers who require extended payment terms;
 Whether you have a history of offering such extended terms and how that may
have impacted your revenue recognition polic y. Specifically tell us how such
terms may have impacted the determination that the price you offer your
customers is considered fixed and determinable.  In this regard,  clarify if you have
a history of collecting the original amount invoiced from your cust omers that have
these extended  payment  terms  without provi ding any refunds or concessions; and
 What consideration was given as to whether your allowance for doubtful accounts
balance of $1.2 million was considered adequate as of December 31, 2015, given
that as of September 30, 2016, your accounts receivable balance continued to
include approximately $4.8 million of outstanding receivables that were greater
than four months old as of December 31, 2015.

Finally, as previously requested please also expan d your disclosures to provide an
analysis of your day’s sales outstanding for each balance sheet date presented.

Item 15. Controls and Procedures, page 100

2. We note your response to our comment 5 from our letter dated September 30, 2016 and
the subsequen t amendment filed to your Form 20 -F for the period ended December 31,
2015. It is not apparent to us how you were able to conclude that your disclosure controls
and procedures and internal controls over financial reporting are considered effective as
of De cember 31, 2015. We note that based on your disclosures on page 24, you were still
in the process of designing and implementing your internal controls over financial
reporting as of the period covered by this report. As such, please revise your conclusion
on the effectiveness of both or advise.

You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  me at (202) 551 -3355,  if you have questions regarding comments on the financial
statements and related matters.  Please contact Ed Kelly  at (202) 551-3728, or in his absence,
Pamela Long, at (202) 551 -3765 , with any other questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
        Office of Manufacturing and
        Construction