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CORRESP
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filename1.htm

NEWLAN
LAW FIRM, PLLC

2201
Long Prairie Road, Suite 107-762

Flower
Mound, Texas 75022

August
17, 2023

Office
of Industrial Applications and Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:       Ludwig
Enterprises, Inc.

Amendment
No. 2 to

Registration
Statement on Form S-1

Filed
July 18, 2023

File
No. 333-271439

Ladies
and Gentlemen:

This
is in response to the letter of comment of the Staff dated August 7, 2023, relating to the captioned Registration Statement on Form S-1
of Ludwig Enterprises, Inc. (the “Company”). The comments of the Staff are addressed below, seriatim:

Amendment
No. 2 to Registration Statement on Form S-1

Use
of Proceeds, page 23

 1. We
                                            note your response to prior comment 2. We also note that a portion of the proceeds from this
                                            offering will be used for the exercise of an option to buy back certain shares of your common
                                            stock. The Stock Option Agreement with Worthington filed as Exhibit 10.1 indicates that the
                                            option expired on January 31, 2023. We further note that the Stock Option Addendum, dated
                                            December 2, 2022 and filed as Exhibit 10.2, does not include a termination date. Please clarify
                                            or file any additional amendment to the Stock Option Agreement as an exhibit to your registration
                                            statement. Additionally, revise your Related Party section to include description of the
                                            Stock Option Agreement and the related material terms. See Item 404 of Regulation S-K.

Please
be advised that the shares of common stock that had been subject to the Stock Option Agreement have been repurchased by the Company pursuant
to a Common Stock Repurchase Agreement (copy filed as an exhibit), by the issuance of a promissory note (copy filed as an exhibit). The
Use of Proceeds, Security Ownership of Certain Beneficial Owners and Management and Certain Relationships and Related Transactions sections
have been revised to reflect the completion of this transaction.

Security
Ownership of Certain Beneficial Owners and Management, page 50

 2. We
                                            note your response to comment 9 and your revised disclosure on page 51. Please clarify whether
                                            Mr. Rubin has the sole voting and dispositive control over the shares owned by Worthington
                                            Financial Services, Inc. or amend your disclosure to identify all natural persons with voting
                                            and/or dispositive power over the shares.

Please
be advised that Mr. Rubin is the only person with voting and dispositive control of the shares owned by Worthington Financial Services,
Inc.

Exhibits

 3. The
                                            filed legality opinion appears to suggest that it is incomplete and not finalized. Please
                                            re-file a complete and finalized opinion from legal counsel as an exhibit to your registration
                                            statement.

Please
be advised that a finalized opinion has been filed as Exhibit 5.1.

General

 4. We
                                            note that in Exhibit A of Exhibit 10.10, your Consulting Agreement with The Fannon Group,
                                            it names three individuals, Dr. Martin Hausman, Frank Magliochetti and Thomas Terwilliger,
                                            as members of your “Board of Advisors.” In an appropriate location in your registration
                                            statement, please identify the members of your Board of Advisors and describe the role or
                                            function of the Board of Advisors, whether there are any rules or procedures governing such
                                            board and whether the members receive any compensation for their roles on the board of advisors.

Please
be advised that no “Board of Advisors” has been established by the Company. The reference to “Board of Advisors”
in the Fannon Agreement, a document drafted primarily by the Fannon Group, was included, in the Company’s view, as a list of Company
contacts, certain of its consultants, with whom Fannon would interact. That the reference to a “Board of Advisors” survived
the Company’s final review is a reflection of the Company’s Director having a layman’s perspective with respect to
legal terms of art.

 5. Your
                                            table of contents describes a section entitled, "Directors, Executive Officers, Promoters
                                            and Control Persons," but we are unable to locate such section. Please revise or advise.

Appropriate
revisions to the Table of Contents have been made.

_____________________________

The
Company believes that this filing is now in order for effectiveness.

Please
feel free to contact the undersigned at (940) 367-6154, should you have any questions regarding any of the Company’s responses.

Thank
you for your attention in this matter.

Sincerely,

NEWLAN
LAW FIRM, PLLC

By:
/s/ Eric Newlan

Eric
Newlan

Managing
Member

cc:
Ludwig Enterprises, Inc.