SecProbe.io

CORRESP
1
filename1.htm

Canopy Growth Corporation

1 Hershey Drive

Smiths Falls, ON K7A 0A8

September 22,
2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Canopy Growth Corporation

    Registration Statement on Form S-1, Filed on September 20, 2023

    File No.
    333-274594

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Canopy Growth Corporation (the “Company”) hereby
respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-274594) of the Company,
filed with the U.S. Securities and Exchange Commission on September 20, 2023 (the “Registration Statement”),
be accelerated so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on September 26,
2023, or as soon as possible thereafter.

The Company hereby confirms that it is aware of its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering
of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement
has become effective, you would so inform our outside counsel, Yariv Katz of Paul Hastings LLP, by telephone at (212) 318-6393 or by email
at yarivkatz@paulhastings.com. The Company hereby authorizes Mr. Katz of Paul Hastings LLP to orally modify or withdraw this request
for acceleration.

    Sincerely

    CANOPY GROWTH CORPORATION

    By:
    /s/ Judy Hong

    Name:
    Judy Hong

    Title:
    Chief Financial Officer

    cc:
    Yariv Katz

    Paul Hastings
LLP