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NEW
CANTERBURY PARK HOLDING CORPORATION

1100 Canterbury Road

Shakopee, MN 55379

May
18, 2016

    Ms.
    Susan Block

    Attorney-Advisor

    Office of Transportation and Leisure

    U.S. Securities and Exchange Commission

    100 F Street N.E.

    Washington, DC 20549
    Filed
    as Edgar Correspondence

    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
Ms. Block:

New
Canterbury Park Holding Corporation (the “Registrant”) hereby responds to comments in the comment letter of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated May 11, 2016, relating to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”)
and the related Preliminary Proxy Statement on Schedule 14A (“Proxy Statement”) filed by Canterbury Park Holding Corporation
(“Company”). This response is also being submitted on behalf of the Company. For convenience, the Staff’s comments
are set forth below, followed by our response.

Registration
Statement on Form S-4

General

    1.
    We
    note your disclosure that the reorganization 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 Tax 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
    make any conforming changes to the proxy, to the extent applicable.

Response:

The
Registrant is filing concurrently with this letter an Amendment No. 1 to the Registration Statement (the “Amendment”).
The Amendment provides as an exhibit the opinion required by Item 601(b)(8) of Regulation S-K, and also generally updates and
clarifies information in the proxy statement/prospectus contained therein.

The
Company is filing concurrently an amended Preliminary Proxy Statement that is identical to the proxy statement/prospectus in the
Amendment.

*
* * *

In
connection with responding to the Staff’s comment, the Company acknowledges that:

    ·
    The
    Registrant and the Company are responsible for the adequacy and accuracy of their disclosures in the filings;

    ·
    Staff
    comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
    respect to the filing; and

    ·
    The
    Registrant and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any
    person under the federal securities laws of the United States.

If
we can facilitate the Staff’s review, or if the Staff has any questions on any of the information set forth herein, please
telephone Richard Primuth, our counsel, at (612) 371-3260. Thank you for your time and consideration.

    Respectfully
    submitted,

    NEW
    CANTERBURY PARK HOLDING CORPORATION

    /s/
    Randall D. Sampson

    Randall
    D. Sampson

    President
    and Chief Executive Officer

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