SecProbe.io

Mail Stop 3561
May 11, 2016

Randall D. Sampson
Chief Executive Officer
New Canterbury Park Holding Corporation
1100 Canterbury Road
Shakopee, M N 55379

Re: New Canterbury Park Holding  Corporation
  Registration Statement on Form S-4
Filed  April 22, 2016
  File No.  333-210877

  Canterbury Park Holding Corporation
  Preliminary Proxy Statement on Schedule 14A
  Filed April 14, 2016
  File No. 001 -31569

Dear Mr. Sampson:

We have limited our review of your registration statement to those issues we have
addressed in our 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 amen ding 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 a mendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Randall D. Sampson
New Canterbury Park Holding Corporation
May 11, 201 6
Page 2

 New Canterbury Park Holding Corporation

Registration Statement on Form S -4

General

1. We note your disclosure that the r eorganization has been structured to qualify as a tax -
free reorganization  under the U.S. Internal Revenue Code.   Please file a tax opinion as
required by Item 601(b)(8) of Regulation S -K.  Refer also to Staff Legal Bulletin  No. 19,
Legality and T ax Opinions in Registered Offerings, Section III, available on our website
at www.sec.gov .

Canterbury Park Holding Corporation

Preliminary Proxy Statement on Schedule 14A

General

2. Please also make  any conforming changes  to the proxy, to the extent applicable .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its f ull responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federa l
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Randall D. Sampson
New Canterbury Park Holding Corporation
May 11, 201 6
Page 3

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Ryan Adams  at (202) 551 -3191  or me at (202) 551 -3210  with any other
questions.

Sincerely,

 /s/ Susan Block

 Susan Block
Attorney -Adviser
Office of Transportation and Leisure

cc:  Richard A. Primuth
Lindquist & Vennum LLP