SecProbe.io

January 5, 2026
Michael McLaren
Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami, FL 33132
Re:Safe & Green Holdings Corp.
Registration Statement on Form S-1
Filed December 30, 2025
File No. 333-292472
Dear Michael McLaren:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Martin S. Siegel

CORRESP
 1
 filename1.htm

 Safe & Green Holdings Corp.

 990 Biscayne Blvd.

 Suite 501

 Miami, FL 33132

 January 5, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Safe & Green Holdings Corp.

 Registration Statement on Form S-1, File No. 333-292472

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: January 6, 2026

 Requested Time: 4:30 p.m., Eastern Time

 Ladies and Gentlemen:

 Safe & Green Holdings Corp.,(the "Company")
hereby requests that the effective date of the Company's Registration Statement on Form S-1, as amended (File No. 333-292472), be
accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared and becomes effective at 4:30 p.m.
Eastern Time on Tuesday, January 6, 2026, or as soon thereafter as possible.

 Please contact our counsel, Martin S. Siegel of
Warshaw Burstein LLP at (212) 984 7741 with any questions you may have regarding this request. In addition, the Company requests that
you kindly notify Mr. Siegel by telephone when this request for acceleration has been granted.

 Sincerely yours,

 Safe & Green Holdings Corp.

 /s/ Michael McLaren:

 Michael McLaren:

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Safe & Green Holdings Corp.

 990 Biscayne Blvd., Suite 501

 Miami, Florida 33132

 (904) 496-0027

 July 30, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Nicholas Nalbantian and Mara Ransom

 Re: Safe & Green Holdings Corp.
 Registration Statement on Form S-1
 File No. 333-286850

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement
referred to above be accelerated so that it will be declared effective at 12:00 p.m., Eastern Time on Thursday, July 31, 2025, or as soon
thereafter as practicable.

 Please contact Jesse L. Blue,
Esq. of Sichenzia Ross Ference Carmel LLP at (516) 668-4553, as soon as the Registration Statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

 Very truly yours,

 Safe & Green Holdings Corp.

 By:
 /s/ Michael McLaren

 Michael McLaren

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 July 25, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Mr. Nalbantian/ Ms. Ransom

 Re:
 Safe & Green Holdings Corp.

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

 Filed July 21, 2025

 Dear Mr. Nalbantian and Ms. Ransom

 On behalf of Safe & Green Holdings Corp. (the
" Company "), we have set forth below responses to the comments of the staff (the " Staff ") of the
Securities and Exchange Commission (the " SEC ") contained in its letter of July 24, 2025, with respect to the Company's
Registration Statement on Form S-1 (the " Form " S-1 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 2 to the Form S-1 (the " S-1 ") submitted concurrently
with the submission of this letter in response to the Staff's comments.

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

 Prospectus Summary

 Recent Developments

 Reverse Stock Split, page 6

 1. We note your response to prior comment 3 and reissue in part.
We acknowledge your response that relevant disclosure has been added to the "Nasdaq Continued Listing Rule Compliance" sub-section.
Please include updated reverse stock split disclosure to this section; alternatively, please update the title of this sub-section to emphasize
that the disclosure is limited to 2024.

 Response : In response to this comment,
the Company respectfully advises the Staff that the Nasdaq Continued Listing Rule Compliance section covers has been amended to clarify exactly
where the Company stands today with its plan of compliance with Nasdaq.

 1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

 T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 Nasdaq Deficiency Notice, page 8

 2. We note your response to prior comment
1 and reissue. We note your new disclosure on page 6; however, that disclosure seems to be focused on your more recent closing bid
price and Series B Warrants appeals process with Nasdaq. Please update this section to reflect any notification from Nasdaq with
regards to your Nasdaq Listing Rule 5550(b)(1) compliance plan. You currently have disclosure on page 8 regarding your November 2024
appeals plan with Nasdaq and disclosure on page 6 that as of the February 2025 merger you believe you are now in compliance with
Rule 5550(b)(1). Please also include if you have, or have not, received any official notification from Nasdaq regarding regained
compliance with Rule 5550(b)(1).

 Response: In response to this comment,
the Company respectfully advises the Staff that it has updated the disclosure on page 6 to clarify the Company's 2025 plans for
the Reverse Stock Split as requested by the Staff. Additionally, we have updated the disclosure on page 6, to clarify the Company's
current compliance with Nasdaq's stockholders' equity requirement.

 General

 3. We note your response to prior comment
6 and reissue in part. We note in your response letter that the Series A and Series B Warrants have been eliminated following the execution
of the Exchange Agreement on July 17, 2025. The Series A and Series B Warrants, despite no longer existing, still feature prominently
in your registration statement and frequently without indication that they no longer exist. Please revise your registration statement
so that it only consistently refers to securities that were issued and those that are being registered for resale.

 Response: In response to this comment,
the Company respectfully advises the Staff that it has revised the registration statement in accordance with the Staff's request
to remove references to the Series A and Series B Warrants, as requested by the Staff. However, there is a discussion of the April 2025
Private Placement on page 5, which mentions that the Company has exchanged these Series A and Series B Warrants for the Series B Preferred
Stock, which the Company is material for investors to understand how the Series B Preferred Stock was acquired

 1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

 T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 2

 4. We note your response to prior comment
10 in our comment letter dated May 19, 2025, however, we are unable to properly analyze your response given that your disclosure continues
to be unclear as to the amount of shares outstanding. For example, on page 9 you state that the amount of common stock to be outstanding
after the offering, or 20,408,160 shares, will be the same as the number of securities being offered by the Selling Stockholder, which
is factually inaccurate. Your disclosure on page 10 is similarly confusing where you state that "the number of shares of our Common
Stock to be outstanding after this offering is based on 12,120,651 shares of Common Stock outstanding as of July 18, 2025, plus the 2,504,040
Shares, assumes we issue the additional 17,904,120 shares of Common Stock that are issuable under the Pre-Funded Warrants." Revise
to clarify whether the 12,120,651 shares of Common stock outstanding as of July 18, 2025 includes the 2,504,040 shares of Common stock
issued to the Selling Stockholder; we presume such shares were already issued given that you are registering the resale of such shares.
Disclosure is similarly unclear on pages 17 and 18, in your Security Ownership of Certain Beneficial Owners and Management table and
your Selling Stockholder table. Revise to clarify.

 Response: In response to this
comment, the Company respectfully advises the Staff that it has revised the outstanding share numbers consistently throughout the
registration statement, including on page 9, page 10, page 17, page 18 and elsewhere as applicable, as requested by the Staff, to
accurately reflect the shares outstanding of the Company.

 We trust that the above is responsive to your
comments.

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact me at 516-459-8161.

 Sincerely,

 /s/Arthur Marcus

 Arthur Marcus, Esq.

 Sichenzia Ross Ference Carmel LLP

 1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

 T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Michael McLaren
Chairman and Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami, FL 33132

 Re: Safe & Green Holdings Corp.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed July 21, 2025
 File No. 333-286850
Dear Michael McLaren:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our July 17,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Reverse Stock Split, page 6

1. We note your response to prior comment 3 and reissue in part. We
acknowledge your
 response that relevant disclosure has been added to the "Nasdaq
Continued Listing
 Rule Compliance" sub-section. Please include updated reverse stock split
disclosure to
 this section; alternatively, please update the title of this sub-section
to emphasize that
 the disclosure is limited to 2024.
 July 24, 2025
Page 2
Nasdaq Deficiency Notice, page 8

2. We note your response to prior comment 1 and reissue. We note your new
disclosure
 on page 6; however, that disclosure seems to be focused on your more
recent closing
 bid price and Series B Warrants appeals process with Nasdaq. Please
update this
 section to reflect any notification from Nasdaq with regards to your
Nasdaq Listing
 Rule 5550(b)(1) compliance plan. You currently have disclosure on page 8
regarding
 your November 2024 appeals plan with Nasdaq and disclosure on page 6
that as of the
 February 2025 merger you believe you are now in compliance with Rule
5550(b)(1).
 Please also include if you have, or have not, received any official
notification from
 Nasdaq regarding regained compliance with Rule 5550(b)(1).
General

3. We note your response to prior comment 6 and reissue in part. We note in
your
 response letter that the Series A and Series B Warrants have been
eliminated
 following the execution of the Exchange Agreement on July 17, 2025. The
Series A
 and Series B Warrants, despite no longer existing, still feature
prominently in your
 registration statement and frequently without indication that they no
longer exist.
 Please revise your registration statement so that it only consistently
refers to
 securities that were issued and those that are being registered for
resale.
4. We note your response to prior comment 10 in our comment letter dated
May 19,
 2025, however, we are unable to properly analyze your response given
that your
 disclosure continues to be unclear as to the amount of shares
outstanding. For
 example, on page 9 you state that the amount of common stock to be
outstanding after
 the offering, or 20,408,160 shares, will be the same as the number of
securities being
 offered by the Selling Stockholder, which is factually inaccurate. Your
disclosure on
 page 10 is similarly confusing where you state that "the number of
shares of our
 Common Stock to be outstanding after this offering is based on
12,120,651 shares of
 Common Stock outstanding as of July 18, 2025, plus the 2,504,040 Shares,
assumes
 we issue the additional 17,904,120 shares of Common Stock that are
issuable under
 the Pre-Funded Warrants." Revise to clarify whether the 12,120,651
shares of
 Common stock outstanding as of July 18, 2025 includes the 2,504,040
shares of
 Common stock issued to the Selling Stockholder; we presume such shares
were
 already issued given that you are registering the resale of such shares.
Disclosure is
 similarly unclear on pages 17 and 18, in your Security Ownership of
Certain
 Beneficial Owners and Management table and your Selling Stockholder
table. Revise
 to clarify.

 Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-
3264 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
 July 24, 2025
Page 3
cc: Ross Carmel
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 21, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Mr. Nalbantian/ Ms. Ransom

 Re:
 Safe & Green Holdings Corp.

 Amendment No. 1 to Registration Statement on Form S-1
 Submitted July 10, 2025

 File No. 333-286850

 Dear Mr. Nalbantian and Ms. Ransom:

 On behalf of Safe & Green Holdings Corp. (the
" Company "), we have set forth below responses to the comments of the staff (the " Staff ") of the
Securities and Exchange Commission (the " SEC ") contained in its letter of July 17, 2025, with respect to the Company's
Registration Statement on Form S-1(the " Form S-1 " ) as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Amendment No. 1 to the Form S-1 (the " S-1 ") submitted concurrently
with the submission of this letter in response to the Staff's comments.

 Amendment No. 1 to Registration Statement
on Form S-1 Filed July 10, 2025

 Prospectus Summary

 Recent Developments

 Nasdaq Continued Listing Rule Compliance, page
6

 1. We note your response to prior comment
8 and reissue in part. We acknowledge your response that you do not believe that stockholder's equity is currently a risk. Please
update this section to reflect any notification from Nasdaq with regards to your Nasdaq Listing Rule 5550(b)(1) compliance plan. You
currently have disclosure regarding your November 2024 appeals plan with Nasdaq and that as of the February 2025 merger you believe
you are now in compliance with Rule 5550(b)(1); however, please also include if you have, or have not, received any official
notification from Nasdaq regarding regained compliance.

 Response : In response to this comment,
the Company respectfully advises the Staff that we have updated the Section on Page 6 to include additional disclosure in connection with
our recent hearing on our compliance plan to address our compliance with Nasdaq Listing Rule 5550(b)(1) and 5550(a)(2).

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 2. Please amend this section to disclose the
June 11, 2025, notice from Nasdaq regarding Nasdaq Listing Rule 5550(a)(2) compliance and any actions taken or planned to achieve compliance,
such as the information you disclosed in your current report on Form 8-K filed on July 14, 2025 .

 Response: In response to this comment,
the Company respectfully advises the Staff that it has included the recent disclosure from the June 11, 2025, notice from Nasdaq regarding
Nasdaq Listing Rule 5550(a)(2) on page 6 of the registration statement as requested by the Staff. .

 Reverse Stock Split, page 6

 3. We reissue prior comment 4. Please
revise this section, and the sub-section on page 20, to acknowledge your intent to conduct a reverse stock split, as contemplated in
the proxy statement you recently filed, and disclose the expected ratio and whether such stock split is intended to increase your minimum
closing bid price with a view to addressing the delisting notice you received in June.

 Response: In response to this comment,
the Company respectfully advises the Staff that it has included the discussion in connection with the Company's planned Reverse
Stock Split on page 6, pursuant to the Company's Annual Meeting on August 25, 2025, but cannot make the determination of what the
exact ratio is at this time.

 The Offering, page 8

 4. We note your response to prior comment
6 and reissue in part. We acknowledge that with the removal of the Class A and Class B warrants, they are no longer being considered
as part of the gross proceeds. However, please disclose with specificity the potential gross proceeds of the Pre-Funded Warrants, rather
than the current disclosure of "very minimal gross proceeds."

 Response: In response to this comment,
the Company respectfully advises the Staff that it has included the specific gross proceeds on page 8 of the registration statement, as
requested by the Staff..

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 2

 Risk Factors

 Risks Related to this Offering, page 10

 5. We note your 8-K filed on June 12,
2025, regarding the June 11, 2025, notice from Nasdaq informing you of non-compliance with Nasdaq Listing Rule 5550(a)(2). Please
add risk factor disclosure related to potential delisting from the exchange.

 Response: In response to this comment,
the Company respectfully advises the Staff that it has added a risk factor on page 13 in connection with a delisting from the exchange,
as requested by the Staff.

 General

 6 . We
note your disclosure that the April Private Placement was completed on April 14, 2025. We also note your disclosure on page 5 that
the private placement is now being renegotiated to eliminate the Series A and Series B Warrants, as well as your response letter
disclosure that you are "in the process of restructuring the transaction with the investors," yet you continue to refer to
such warrants in several places in this registration statement. Also, your current report on Form 8-K filed July 14, 2025 states
that you must publicly disclose that you have restructured the terms of your April 2025 offering to eliminate the Class B warrants,
and yet it is not clear that you have made such disclosure. Given the uncertainty around the status of your renegotiations of your
April Private Placement and the inconsistent disclosure contained in this registration statement, revise after such re-negotiations
have been completed and consistently disclose the securities that were issued and are being registered for resale.

 Response: In response to this comment,
the Company respectfully advises the Staff that on July 17, 2025, the Company entered into an Exchange Agreement with investors from the
April Private Placement and filed copies of the Exchange documents with the SEC in its current report on Form 8-K, filed on July 18, 2025.
Pursuant to the Exchange Agreement, all Series A and Series B Warrants have been eliminated as they are being replaced with Shares of
Series B Preferred Stock, pursuant to that certain Certificate of Designation, filed with the Company's current report on Form 8-K,
on July 17, 2025. We have noted throughout the registration statement that the Series A and B Warrants have been eliminated.

 We trust that the above is responsive to your
comments. The Company appreciates the Staff's cooperation as it is on a very tight schedule with Nasdaq.

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 3

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact me at 516-459-8161.

 Sincerely,

 /s/ Arthur Marcus

 Arthur Marcus, Esq.

 Sichenzia Ross Ference Carmel LLP

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

Michael McLaren
Chairman and Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami, FL 33132

 Re: Safe & Green Holdings Corp.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed July 10, 2025
 File No. 333-286850
Dear Michael McLaren:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 19, 2025
letter.

Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Nasdaq Continued Listing Rule Compliance, page 6

1. We note your response to prior comment 8 and reissue in part. We
acknowledge your
 response that you do not believe that stockholder's equity is currently
a risk. Please
 update this section to reflect any notification from Nasdaq with regards
to your
 Nasdaq Listing Rule 5550(b)(1) compliance plan. You currently have
disclosure
 regarding your November 2024 appeals plan with Nasdaq and that as of the
February
 2025 merger you believe you are now in compliance with Rule 5550(b)(1);
 July 17, 2025
Page 2

 however, please also include if you have, or have not, received any
official
 notification from Nasdaq regarding regained compliance.
2. Please amend this section to disclose the June 11, 2025, notice from
Nasdaq regarding
 Nasdaq Listing Rule 5550(a)(2) compliance and any actions taken or
planned to
 achieve compliance, such as the information you disclosed in your
current report on
 Form 8-K filed on July 14, 2025.
Reverse Stock Split, page 6

3. We reissue prior comment 4. Please revise this section, and the
sub-section on page
 20, to acknowledge your intent to conduct a reverse stock split, as
contemplated in the
 proxy statement you recently filed, and disclose the expected ratio and
whether such
 stock split is intended to increase your minimum closing bid price with
a view to
 addressing the delisting notice you received in June.
The Offering, page 8

4. We note your response to prior comment 6 and reissue in part. We
acknowledge that
 with the removal of the Class A and Class B warrants, they are no longer
being
 considered as part of the gross proceeds. However, please disclose with
specificity the
 potential gross proceeds of the Pre-Funded Warrants, rather than the
current
 disclosure of "very minimal gross proceeds."
Risk Factors
Risks Related to this Offering, page 10

5. We note your 8-K filed on June 12, 2025, regarding the June 11, 2025,
notice from
 Nasdaq informing you of non-compliance with Nasdaq Listing Rule
5550(a)(2).
 Please add risk factor disclosure related to potential delisting from
the exchange.
General

6. We note your disclosure that the April Private Placement was completed
on April 14,
 2025. We also note your disclosure on page 5 that the private placement
is now being
 renegotiated to eliminate the Series A and Series B Warrants, as well as
your response
 letter disclosure that you are "in the process of restructuring the
transaction with the
 investors," yet you continue to refer to such warrants in several places
in this
 registration statement. Also, your current report on Form 8-K filed July
14, 2025
 states that you must publicly disclose that you have restructured the
terms of your
 April 2025 offering to eliminate the Class B warrants, and yet it is not
clear that you
 have made such disclosure. Given the uncertainty around the status of
your re-
 negotiations of your April Private Placement and the inconsistent
disclosure contained
 in this registration statement, revise after such re-negotiations have
been completed
 and consistently disclose the securities that were issued and are being
registered for
 resale.
 July 17, 2025
Page 3

 Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-
3264 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Ross Carmel
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 14, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Mr. Nalbantian / Ms. Ransom

 Re:

 Safe & Green Holdings Corp.
 Registration Statement on Form S-1
 Filed April 30, 2025
 File No. 333-286958

 Dear Mr. Nalbantian and Ms. Ransom:

 On behalf of Safe & Green Holdings Corp. (the
" Company "), we have set forth below responses to the comments of the staff (the " Staff ") of the
Securities and Exchange Commission (the " SEC ") contained in its letter of May 19, 2025 with respect to the Company's
Registration Statement on Form S-1 (the " S-1 ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the S-1.

 Registration Statement on Form S-1. Filed April
30, 2025

 Cover Page

 1. Disclose on the cover page and in the Offering section the current
exercise price of the Series A and Series B warrants and summarize the exercise price reset provision of the Series A and Series B warrants.
Please revise the header, the cover page narrative and the Summary to highlight the maximum number of shares that could be issued upon
exercise of your Series A and Series B warrants. For guidance, refer to Item 501(b)(2) of Regulation S-K. Additionally, disclose that
the number of shares issuable on the exercise of the Series B warrants under the alternative cashless exercise provisions increases as
the stock price falls further below the initial exercise price of the warrants.

 Response : In response to this comment, the
Company respectfully advises the Staff that this registration statement will only cover the shares of common stock and the shares of
common stock underlying the pre-funded warrants, as the Company has completely eliminated the Series A and B Warrants, including the
alternative cashless exercise provision from the April 2025 transaction, as further discussed in the SEC correspondence filed on July
10, 2025. Please note, the Company is in the process of restructuring the transaction with the investors, which includes eliminating
the Series A and B Warrants. Thus, we respectfully believe that the comments related to the Series A and B Warrants no longer need to
be addressed.

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 2. We
note your reference in your prospectus to an "alternative cashless exercise" of the Series B Warrants. The term "cashless
exercise" is generally understood to allow a warrant holder to exercise a warrant without paying cash for the exercise price and
reducing the number of shares receivable by the holder by an amount equal in value to the aggregate exercise price the holder would otherwise
pay to exercise the warrants. In cashless exercises, it is expected that the warrant holder receives fewer shares than they would if
they opted to pay the exercise price in cash. Please clarify your disclosure throughout the prospectus by removing the references to
"alternative cashless exercise" and exclusively using the term "zero exercise price" or another appropriate term
that conveys that, in addition to the company receiving no cash upon the "alternative cashless exercise," the warrant holders
would be entitled to receive more shares than they would under the cash exercise terms.

 Response : In response to this comment, the
Company respectfully advises the Staff that this registration statement will only cover the shares of common stock and the shares of
common stock underlying the pre-funded warrants, as the Company has completely eliminated the Series A and B Warrants, including the
alternative cashless exercise provision from the April 2025 transaction, as further discussed in the SEC correspondence filed on July
10, 2025. Please note, the Company is in the process of restructuring the transaction with the investors, which includes eliminating
the Series A and B Warrants. Thus, we respectfully believe that the comments related to the Series A and B Warrants no longer need to
be addressed.

 3. Please revise your cover page disclosure to highlight that the
"alternative cashless exercise" provision would allow a Series B warrant holder to receive 3 shares of common stock without
having to make any exercise payments, and provide a materially complete discussion of the impact of such exercise on existing shareholders.
Explain that as a result you do not expect to receive any cash proceeds from the exercise of the Series B warrants because, if true, it
is highly unlikely that a warrant holder would wish to pay an exercise price to receive one share when they could choose the alternative
cashless exercise option and pay no money to receive 3 shares.

 Response : In response to this comment, the
Company respectfully advises the Staff that this registration statement will only cover the shares of common stock and the shares of
common stock underlying the pre-funded warrants, as the Company has completely eliminated the Series A and B Warrants, including the
alternative cashless exercise provision from the April 2025 transaction, as further discussed in the SEC correspondence filed on July
10, 2025. Please note, the Company is in the process of restructuring the transaction with the investors, which includes eliminating
the Series A and B Warrants. Thus, we respectfully believe that the comments related to the Series A and B Warrants no longer need to
be addressed.

 Recent Developments, page 2

 4 .
 Revise this section to acknowledge your intent to conduct a reverse stock
split, as contemplated in the proxy statement you recently filed, and disclose the expected ratio, if known, and whether such
stock split is intended to increase your minimum closing bid price with a view to addressing the delisting notice you received in December.

 Response : In response to this comment,
the Company respectfully advises the Staff that this has been addressed in the Company's proxy statement filed on July 10, 2025.

 5 .
 Please revise this section to include disclosure regarding the May
13, 2025, Notice of Delisting issued by Nasdaq pursuant to its discretionary authority under Listing Rule 5101. Please also make
corresponding changes to your Risk Factor section as appropriate.

 Response: In response to this comment,
the Company respectfully advises the Staff that it has included disclosure regarding the May 13, 2025, Notice of Delisting issued to the
Company, pursuant to its discretionary authority under Listing Rule 5101, as requested by the Staff.

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 2

 The Offering, page 2

 6 .
 You disclose that you may receive up to and approximately $909,999,854 in
aggregate gross proceeds from cash exercises of the Common Warrants, based on the per share exercise price of the Common Warrants. Revise
to acknowledge that the Series B Warrants contain an "alternative cashless exercise feature" and explain, if true, that as a
result of this feature you do not expect to receive any cash proceeds from the exercise of the Warrants because it is highly unlikely
that a warrant holder would wish to pay an exercise price that is currently above your market price to receive one share when
they could choose the alternative cashless exercise option and pay no money to receive more than one share. Make consistent revisions
throughout your prospectus to make it clear that it is unlikely that you will receive any proceeds from the exercise of such warrants.

 Response : In response to this comment, the
Company respectfully advises the Staff that this registration statement will only cover the shares of common stock and the shares of
common stock underlying the pre-funded warrants, as the Company has completely eliminated the Series A and B Warrants, including the
alternative cashless exercise provision from the April 2025 transaction, as further discussed in the SEC correspondence filed on July
10, 2025. Please note, the Company is in the process of restructuring the transaction with the investors, which includes eliminating
the Series A and B Warrants. Thus, we respectfully believe that the comments related to the Series A and B Warrants no longer need to
be addressed.

 Risk Factors

 Risks Related to this Offering, page 8

 7 .
 Please revise your risk factor on page 8 to address the substantial dilution
from the reset provision that could adjust upward the number of common shares underlying the Series B Warrants. The risk factor should
disclose the maximum number of shares that may be issuable upon exercise of the warrants.

 Response : In response to this comment, the
Company respectfully advises the Staff that this registration statement will only cover the shares of common stock and the shares of
common stock underlying the pre-funded warrants, as the Company has completely eliminated the Series A and B Warrants, including the
alternative cashless exercise provision from the April 2025 transaction, as further discussed in the SEC correspondence filed on July
10, 2025. Please note, the Company is in the process of restructuring the transaction with the investors, which includes eliminating
the Series A and B Warrants. Thus, we respectfully believe that the comments related to the Series A and B Warrants no longer need to
be addressed.

 8 .
 We note that you have received a notice of delisting from Nasdaq due to failure
to maintain minimum stockholder's equity requirement. Disclose the whether the Securities Purchase Agreements were entered into to avoid
delisting and, if so, the continued risk that the offering may not result in the Company's securities remaining listed on the Nasdaq given
the pressure that the transaction will place upon the minimum bid price.

 Response : In response to this comment,
the Company respectfully advises the Staff that the Company believes its stockholder's equity is currently above the Nasdaq minimum
requirement, and accordingly, does not believe that to be a risk at this moment.

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 3

 Exhibits

 9 .
 We note counsel provides a qualified opinion as to the Warrant Shares and
assumes a sufficient number of authorized but unissued shares of Common Stock are available for issuance when the Warrants are exercised,
even though you do not have a sufficient number of authorized shares available for issuance, as evidenced by the proxy statement you have
recently filed. Please arrange for counsel to provide an unqualified opinion, when available.

 Response : In response to this comment, the
Company respectfully advises the Staff that this registration statement will only cover the shares of common stock and the shares of
common stock underlying the pre-funded warrants, as the Company has completely eliminated the Series A and B Warrants, including the
alternative cashless exercise provision from the April 2025 transaction, as further discussed in the SEC correspondence filed on July
10, 2025. Please note, the Company is in the process of restructuring the transaction with the investors, which includes eliminating
the Series A and B Warrants. Thus, we respectfully believe that the comments related to the Series A and B Warrants no longer need to
be addressed.

 General

 10. We note that you are registering for resale common shares accounting
for approximately 9,776% of your outstanding shares and that the selling shareholders appear to be insulated from market risk as a result
of the exercise price reset provisions of the Series A and Series B warrants. Please provide us with a detailed legal analysis as to why
you believe that the offering by the selling shareholders should be characterized as a secondary offering rather than an indirect primary
offering. Address the circumstances under which the selling shareholders acquired the warrants, the nature of the relationships between
the issuer and the selling shareholders, and the provisions of the warrants which mitigate selling shareholders' investment risk.
In formulating your response, please consider Securities Act Rule 415 and Interpretation 612.09 of our Securities Act Rules
Compliance and Disclosure Interpretations

 Response : In response to this comment, the
Company respectfully advises the Staff that this registration statement will only cover the shares of common stock and the shares of
common stock underlying the pre-funded warrants, as the Company has completely eliminated the Series A and B Warrants, including the
alternative cashless exercise provision from the April 2025 transaction, as further discussed in the SEC correspondence filed on July
10, 2025. Please note, the Company is in the process of restructuring the transaction with the investors, which includes eliminating
the Series A and B Warrants. Thus, we respectfully believe that the comments related to the Series A and B Warrants no longer need to
be addressed.

 We trust that the above is responsive to your
comments.

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact me at 646-838-1310.

 Sincerely,

 /s/ Ross Carmel

 Ross Carmel, Esq.

 Sichenzia Ross Ference Carmel LLP

 1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036

 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 14, 2025

Michael McLaren
Chairman and Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami FL, 33132

 Re: Safe & Green Holdings Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed July 10, 2025
 File No. 001-38037
Dear Michael McLaren:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Ross Carmel
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 10, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:
 Mr. Nalbantian / Ms. Ransom

 Re:

 Safe & Green Holdings Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 16, 2025
 File No. 001-3037

 Dear Mr. Nalbantian and Ms. Ransom:

 On behalf of Safe & Green Holdings Corp. (the
" Company "), we have set forth below responses to the comments of the staff (the " Staff ") of the
Securities and Exchange Commission (the " SEC ") contained in its letter of June 25, 2025 with respect to the Company's
Preliminary Proxy Statement on Schedule 14A (the " Pre-14A ") as noted above.

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by the Company's responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Pre-14A. As you will note, in the amended proxy statement filed simultaneously
herewith, the only proposals that we have maintained in the proxy statement is Proposal 4 regarding the authorization of the reverse stock
split. The reason for this is that Nasdaq has given us until no later than August 28 to accomplish the reverse split or the Company will
be de-listed from Nasdaq. We intend to file a separate proxy statement and hold a separate meeting subsequently to effectuate the other
proposals. With respect to your comment #4, please note that the Nasdaq staff advised the Company yesterday that they would not delist
the Company on public interest grounds as the Company is in the process of restructuring the [ ], 2025 transaction to remove the "ACE"
warrant which Nasdaq had objected to on public interest grounds; provided that the transaction is restructured prior to July 18, which
the Company intends to do, as it is in the final stages of negotiation of these documents,,Nasdaq will not delist the Company under Listing
Rule 5101 . While, we have eliminated the other proposals, we still have included other language requested in your comments in our discussion
of the Reverse Split Proposal which we believe is appropriate.

 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 Preliminary Proxy Statement on Schedule 14A,
Filed June 16, 2025

 Proposal 4: The Reverse Stock Split Proposal,
page 15

 1. In your discussion of this proposal, revise to acknowledge receipt
of the letters on December 12, 2024 and June 11, 2025, from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying
you that the Company's common stock had not maintained a minimum closing bid price of $1.00 per share for the preceding 30 consecutive
business days, as required by Nasdaq Listing Rule 5550(a)(2). If you are proposing the reverse stock split to achieve compliance with
this listing standard, revise to state as much and disclose the deadline in which you are required to satisfy this listing standard. In
doing so, advise holders that you can provide no assurance that you will be able to maintain a minimum bid price of $1.00 in light of
the dilutive impact of the issuance of common stock, for which you are also seeking shareholder approval and as discussed in additional
detail in Proposals 5 through 8.

 The Company acknowledges the Staff's
comment and has revised the disclosure on page [ ] of the Pre-14A to state that on December 12, 2024, and June 11,
2025, the Company received deficiency letters from the Listing Qualifications Department of the Nasdaq Stock Market LLC notifying
the Company that its Common Stock had not maintained a minimum closing bid price of $1.00 for the preceding 30 consecutive business
days as required under Nasdaq Listing Rule 5550(a)(2). The reverse stock split is being proposed in order to assist the Company in
regaining compliance with this listing standard. The disclosure has also been revised to state that the Company must regain
compliance with this listing standard. The disclosure has also been revised to state that the Company must regain compliance with
the bid price requirement by August 28, 2025. The revised disclosure further acknowledges that there can be no assurance that the
Company will be able to maintain a minimum bid price of $1.00 following the reverse stock split, particularly in light of the
potential dilutive effect of issuances of shares..

 Reasons for the Reverse Stock Split, page 15

 2 .
 You disclose that if you are not successful in maintaining the listing of your
Common Stock on the Nasdaq Capital Market, you intend to seek a listing on another national securities exchange, which will also require
that the per share trading price of your Common Stock be higher than your current per share trading price. Revise to acknowledge that
if your Common Stock is delisted your ability to list on another national securities exchange may be limited for the reasons you state.
Acknowledge that delisting is more likely to result in quotation of your Common Stock on an OTC market and disclose the consequences of
such an event.

 In response to the Staff's comment, the
Company has revised the disclosure on page 21 of the Pre-14A to state that if the Company's Common Stock is delisted from The Nasdaq
Capital Market, its ability to list on another national securities exchange may be limited due to applicable listing standards, including
minimum share price requirements. The revised disclosure acknowledges that the more likely outcome would be that the Common Stock would
be quoted on an over-the-counter (OTC) market, such as the OTCQB. The Company has further added disclosure about the consequences of trading
on an OTC market, including reduced liquidity, wider bid-ask spreads, lower visibility to investors, and potential limitations on the
ability to raise additional capital.

 We trust that the above is responsive to your
comments.

 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 2

 Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company's filing, please contact me at 646-838-1310 or our counsel Ross Carmel or
Arthur Marcus at 212-930-9700. We appreciate you working with the Company as we are on a very tight time frame with Nasdaq to effectuate
the Reverse Split and maintain the Company's Nasdaq listing. .

 Sincerely,

 /s/ Ross Carmel

 Ross Carmel, Esq.

 Sichenzia Ross Ference Carmel LLP

 1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
 T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 25, 2025

Michael McLaren
Chairman and Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami FL, 33132

 Re: Safe & Green Holdings Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed June 16, 2025
 File No. 001-3037
Dear Michael McLaren:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A, Filed June 16, 2025
Proposal 4: The Reverse Stock Split Proposal, page 21

1. In your discussion of this proposal, revise to acknowledge receipt of
the letters on
 December 12, 2024 and June 11, 2025, from the Listing Qualifications
Department of
 The Nasdaq Stock Market LLC notifying you that the Company s common
stock had
 not maintained a minimum closing bid price of $1.00 per share for the
preceding 30
 consecutive business days, as required by Nasdaq Listing Rule
5550(a)(2). If you are
 proposing the reverse stock split to achieve compliance with this
listing standard,
 revise to state as much and disclose the deadline in which you are
required to satisfy
 this listing standard. In doing so, advise holders that you can provide
no assurance that
 you will be able to maintain a minimum bid price of $1.00 in light of
the dilutive
 impact of the issuance of common stock, for which you are also seeking
shareholder
 approval and as discussed in additional detail in Proposals 5 through 8.
 June 25, 2025
Page 2
Reasons for the Reverse Stock Split, page 21

2. You disclose that if you are not successful in maintaining the listing
of your Common
 Stock on the Nasdaq Capital Market, you intend to seek a listing on
another national
 securities exchange, which will also require that the per share trading
price of your
 Common Stock be higher than your current per share trading price. Revise
to
 acknowledge that if your Common Stock is delisted your ability to list
on another
 national securities exchange may be limited for the reasons you state.
Acknowledge
 that delisting is more likely to result in quotation of your Common
Stock on an OTC
 market and disclose the consequences of such an event.
Proposal 5: The FirstFire Issuance Proposal
Background and Description of the FirstFire Issuance Proposal, page 26

3. We note your disclosure that the Notes and the Warrants may have their
conversion
 price and exercise price adjusted as set out in their respective
documents. If either of
 these instruments can be converted into Common Stock on a cashless
basis, then
 please disclose such terms in this section. Also, explain whether the
conversion price
 has already been adjusted and why. In this regard, we note that you are
seeking
 shareholder approval to issue up to 2,000,000 shares of your common
stock upon
 exercise of the warrant, however, earlier in the discussion you state
that the warrant is
 initially exercisable into 450,000 shares of common stock.
Proposal 10: The Authorized Common Stock Increase Proposal
Introduction, page 45

4. Please revise this section to include disclosure regarding the May 13,
2025, Notice of
 Delisting issued by Nasdaq pursuant to its discretionary authority under
Listing Rule
 5101. In addition, please include disclosure advising shareholders that
you are
 currently pursuing alternative listing on the OTCQB market maintained by
OTC
 Markets Group Inc. should your appeal process be unsuccessful.
General

5. You disclose in Proposals 5 through 8 that the sale into the public
market of these
 shares could materially and adversely affect the market price of your
Common Stock
 or could dilute the ownership interests of existing shareholders.
Enhance this
 disclosure to highlight the downward pressure that the planned reverse
stock split in
 Proposal 4 will also place upon the market price of your Common Stock,
enhancing
 the risk that you will be unable to maintain listing standards and
increasing the
 likelihood of de-listing.
 June 25, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-
3264 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ross Carmel
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Michael McLaren
Chairman and Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami, FL 33132

 Re: Safe & Green Holdings Corp.
 Registration Statement on Form S-1
 Filed April 30, 2025
 File No. 333-28680
Dear Michael McLaren:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1, Filed April 30, 2025
Cover Page

1. Disclose on the cover page and in the Offering section the current
exercise price of the
 Series A and Series B warrants and summarize the exercise price reset
provision of
 the Series A and Series B warrants. Please revise the header, the cover
page narrative
 and the Summary to highlight the maximum number of shares that could be
issued
 upon exercise of your Series A and Series B warrants. For guidance,
refer to Item
 501(b)(2) of Regulation S-K. Additionally, disclose that the number of
shares issuable
 on the exercise of the Series B warrants under the alternative cashless
exercise
 provisions increases as the stock price falls further below the initial
exercise price of
 the warrants.
 May 19, 2025
Page 2
2. We note your reference in your prospectus to an "alternative cashless
exercise" of the
 Series B Warrants. The term "cashless exercise" is generally understood
to allow a
 warrant holder to exercise a warrant without paying cash for the
exercise price and
 reducing the number of shares receivable by the holder by an amount
equal in value to
 the aggregate exercise price the holder would otherwise pay to exercise
the warrants.
 In cashless exercises, it is expected that the warrant holder receives
fewer shares than
 they would if they opted to pay the exercise price in cash. Please
clarify your
 disclosure throughout the prospectus by removing the references to
"alternative
 cashless exercise" and exclusively using the term "zero exercise price"
or another
 appropriate term that conveys that, in addition to the company receiving
no cash upon
 the "alternative cashless exercise," the warrant holders would be
entitled to receive
 more shares than they would under the cash exercise terms.
3. Please revise your cover page disclosure to highlight that the
"alternative cashless
 exercise" provision would allow a Series B warrant holder to receive 3
shares of
 common stock without having to make any exercise payments, and provide a
 materially complete discussion of the impact of such exercise on
existing
 shareholders. Explain that as a result you do not expect to receive any
cash proceeds
 from the exercise of the Series B warrants because, if true, it is
highly unlikely that a
 warrant holder would wish to pay an exercise price to receive one share
when they
 could choose the alternative cashless exercise option and pay no money
to receive 3
 shares.
Recent Developments, page 2

4. Revise this section to acknowledge your intent to conduct a reverse
stock split, as
 contemplated in the proxy statement you recently filed, and disclose the
expected
 ratio, if known, and whether such stock split is intended to increase
your minimum
 closing bid price with a view to addressing the delisting notice you
received in
 December.
5. Please revise this section to include disclosure regarding the May 13,
2025, Notice of
 Delisting issued by Nasdaq pursuant to its discretionary authority under
Listing Rule
 5101. Please also make corresponding changes to your Risk Factor section
as
 appropriate.
The Offering, page 6

6. You disclose that you may receive up to and approximately $909,999,854
in
 aggregate gross proceeds from cash exercises of the Common Warrants,
based on the
 per share exercise price of the Common Warrants. Revise to acknowledge
that the
 Series B Warrants contain an "alternative cashless exercise feature" and
explain, if
 true, that as a result of this feature you do not expect to receive any
cash proceeds
 from the exercise of the Warrants because it is highly unlikely that a
warrant holder
 would wish to pay an exercise price that is currently above your market
price to
 receive one share when they could choose the alternative cashless
exercise option and
 pay no money to receive more than one share. Make consistent revisions
throughout
 your prospectus to make it clear that it is unlikely that you will
receive any proceeds
 from the exercise of such warrants.
 May 19, 2025
Page 3
Risk Factors
Risks Related to this Offering, page 8

7. Please revise your risk factor on page 8 to address the substantial
dilution from the
 reset provision that could adjust upward the number of common shares
underlying the
 Series B Warrants. The risk factor should disclose the maximum number of
shares
 that may be issuable upon exercise of the warrants.
8. We note that you have received a notice of delisting from Nasdaq due to
failure to
 maintain minimum stockholder's equity requirement. Disclose the whether
the
 Securities Purchase Agreements were entered into to avoid delisting and,
if so, the
 continued risk that the offering may not result in the Company's
securities remaining
 listed on the Nasdaq given the pressure that the transaction will place
upon the
 minimum bid price.
Exhibits

9. We note counsel provides a qualified opinion as to the Warrant Shares
and assumes a
 sufficient number of authorized but unissued shares of Common Stock are
available
 for issuance when the Warrants are exercised, even though you do not
have a
 sufficient number of authorized shares available for issuance, as
evidenced by the
 proxy statement you have recently filed. Please arrange for counsel to
provide an
 unqualified opinion, when available.
General

10. We note that you are registering for resale common shares accounting for
 approximately 9,776% of your outstanding shares and that the selling
shareholders
 appear to be insulated from market risk as a result of the exercise
price reset
 provisions of the Series A and Series B warrants. Please provide us with
a detailed
 legal analysis as to why you believe that the offering by the selling
shareholders
 should be characterized as a secondary offering rather than an indirect
primary
 offering. Address the circumstances under which the selling shareholders
acquired the
 warrants, the nature of the relationships between the issuer and the
selling
 shareholders, and the provisions of the warrants which mitigate selling
 shareholders' investment risk. In formulating your response, please
consider Securities
 Act Rule 415 and Interpretation 612.09 of our Securities Act Rules
Compliance and
 Disclosure Interpretations.
 May 19, 2025
Page 4

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-
3264 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ross Carmel
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Safe & Green Holdings Corp.

990 Biscayne Blvd., Suite 501

Miami, Florida

(904) 496-0027

February 13, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Kate Beukenkam

    Re: Safe & Green Holdings Corp.

    Registration Statement on Form S-1

    File No. 333-284766

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement
referred to above be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on February 14, 2025, or as soon thereafter
as practicable.

Please contact Jesse L. Blue,
Esq. of Sichenzia Ross Ference Carmel LLP at (516) 668-4553, as soon as the Registration Statement has been declared effective, or if
you have any other questions or concerns regarding this matter.

    Very truly yours,

    Safe & Green Holdings Corp.

    By:
    /s/ Michael McLaren

    Michael McLaren

    Chief Executive Officer

February 13, 2025
Michael McLaren
Chief Executive Officer
SAFE & GREEN HOLDINGS CORP.
990 Biscayne Blvd., Suite 501
Miami, FL 33132
Re:SAFE & GREEN HOLDINGS CORP.
Registration Statement on Form S-1
Filed February 7, 2025
File No. 333-284766
Dear Michael McLaren:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jesse L. Blue

CORRESP
1
filename1.htm

May 29, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Rebekah Reed

    Re:
    Safe & Green Holdings Corp.

    Registration Statement on Form S-1

    File No. 333-279497

Dear Ms. Reed:

In accordance with Rule 461
under the Securities Act of 1933, as amended, Safe & Green Holdings Corp. (the “Registrant”) respectfully requests that
the effective date of the above-referenced Registration Statement on Form S-1, as amended (File No. 333-279497), be accelerated by the
U.S. Securities and Exchange Commission (the “Commission”) to be effective at 9:00 A.M., Eastern Time, on May 31, 2024, or
as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Brian Blaylock of Snell & Wilmer L.L.P. to orally modify or withdraw this request for acceleration. Please contact Mr. Blaylock at
(702) 784-5355 or Eileen Vernon at (213) 929-2551 with any questions you may have concerning this request, and please notify either of
them when this request for acceleration has been granted.

    Very truly yours,

    Safe & Green Holdings Corp.

    By:
    /s/ Paul M. Galvin

    Name:
    Paul M. Galvin

    Title:
    Chief Executive Officer

 cc: Brian Blaylock, Snell & Wilmer L.L.P.

Eileen Vernon, Snell & Wilmer L.L.P.

990 Biscayne Blvd, Floor 5

Miami, FL 33132

United States securities and exchange commission logo
May 23, 2024
Paul M. Galvin
Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd., Suite 501
Miami, Florida 33132
Re:Safe & Green Holdings Corp.
Registration Statement on Form S-1
Filed May 17, 2024
File No. 333-279497
Dear Paul M. Galvin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eileen Vernon

CORRESP
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  February 12, 2024

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas Nalbantian

    Re:
    Safe & Green Holdings Corp.

    Registration Statement on Form S-1

    File No: 333-276799

Dear Mr. Nalbantian:

Safe & Green Holdings Corp.
(the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1,
as amended (File No. 333-276799), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Tuesday, February 13, 2024, at 9:00 a.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 457-4238
or Melissa Palat Murawsky (215) 569-5732 with any questions you may have concerning this request, and please notify either of them when
this request for acceleration has been granted.

    Very truly yours,

    SAFE & GREEN HOLDINGS CORP.

    By:
    /s/ Paul Galvin

    Name:
    Paul Galvin

    Title:
    Chief Executive Officer

cc:   Leslie Marlow, Blank Rome LLP

United States securities and exchange commission logo
February 7, 2024
Paul Gavin
Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami, FL 33132
Re:Safe & Green Holdings Corp.
Registration Statement on Form S-1
Filed February 1, 2024
File No. 333-276799
Dear Paul Gavin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Leslie Marlow

15785346.1

MITCHELL SILBERBERG & KNUPP LLP
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS  Mark T. Hiraide
(310) 529- 8659
mth@msk.com

 2049 Century Park East, 18th Floor, Los Angeles, California 90067-3120
Phone:  (310) 312-2000  Fax:  (310) 312-3100  Website: WWW.MSK.COM

September 11, 2023
BY EMAIL (PANOSN @SEC.GOV)
CONFIDENTIAL
Nicholas Panos Division of Corporation Finance

Office of Mergers & Acquisitions

Re: Safe & Green Holdings Corp.; Sch 13D filed by John William Shaw filed March 29,
2023 (File No. 005-53033)
Dear Mr. Panos:
Thank you for discussing the captioned matter with me today.  As we discussed, we are counsel
to John Shaw.
Please be advised that Mr. Shaw, who previously was unaware of the Williams Act and reporting
obligations thereunder, sold several put c ontracts on the common stock of Safe & Green
Holdings Corp.  As a result of a decline in the market price of Safe & Green Holdings Corp., Mr.
Shaw was required to acquire common stock in excess of reporting thresholds.  Upon learning of
his reporting obligations to the U.S. Securities and Exchange Commission, Mr. Shaw engaged
predecessor legal counsel to assist him in complying with his filing obligations.
We have since been engaged by Mr. Shaw as his counsel and will work with him to ensure that
all filing obligations are timely met.  If you need further information, please do not hesitate to
call me.  Thank you.
Very truly yours,
 MITCHELL SILBERBERG & KNUPP LLP  /s/ MARK T. HIRAIDE  By:  Mark T. Hiraide

MTH:jmh

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August 18, 2023

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas Nalbantian

    Re:
    Safe & Green Holdings Corp.

    Registration Statement on Form S-3

    Filed July 24, 2023

    File No: 333-273381

Dear Mr. Nalbantian:

Safe & Green Holdings
Corp. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on
Form S-3 (File No. 333-273381), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to
become effective on Monday, August 21, 2023, at 9:00 a.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 457-4238
with any questions you may have concerning this request, and please notify either of them when this request for acceleration has been
granted.

    Very truly yours,

    SAFE & GREEN HOLDINGS CORP.

    By:
    /s/ Patricia Kaelin

    Name:
    Patricia Kaelin

    Title:
    Chief Financial Officer

cc:   Leslie Marlow, Blank Rome LLP

United States securities and exchange commission logo
July 25, 2023
Paul Gavin
Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd.
Suite 501
Miami, FL 33132
Re:Safe & Green Holdings Corp.
Registration Statement on Form S-3
Filed July 24, 2023
File No. 333-273381
Dear Paul Gavin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Leslie Marlow

United States securities and exchange commission logo
April 14, 2023
John William Shaw
CEO of Shaw Property Development Corporation
Safe & Green Holdings Corp.
900 Biscayne Blvd.
#501, Office 12
Miami, FL 33132
Re:Safe & Green Holdings Corp.
Schedule 13D filed by John William Shaw
Filed March 29, 2023
File No. 005-53033
Dear John William Shaw:
            We have reviewed the above-captioned filing, and have the following comment.
             Please respond to this letter by amending the filing or by providing the requested
information. If a belief exists that our comment does not apply to your facts and circumstances or
that an amendment is inappropriate, please advise us why in a response letter.
             After reviewing any amendment to the filing and any information provided in response
to this comment, we may have additional comments
Schedule 13D filed by John William Shaw on March 29, 2023
General
1.We note the date of the event reported as requiring the filing of the Schedule 13D was
November 28, 2022. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule
13D within 10 days after the acquisition of more than five percent of a class of equity
securities specified in Rule 13d-1(i). Based on the November 28, 2022 event date, the
Schedule 13D submitted on March 29, 2023 was not timely filed. Please advise us why
the Schedule 13D was not filed within the required 10 days after the acquisition.
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comment, action or absence of action by the staff.

 FirstName LastNameJohn William Shaw
 Comapany NameSafe & Green Holdings Corp.
 April 14, 2023 Page 2
 FirstName LastName
John William Shaw
Safe & Green Holdings Corp.
April 14, 2023
Page 2
            Please direct any questions to Michael Killoy at (202) 551-7576 or Nicholas Panos at
(202) 551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
April 11, 2023
Paul Galvin
Chief Executive Officer
Safe & Green Holdings Corp.
990 Biscayne Blvd., Suite 501
Miami, Florida 33132
Re:Safe & Green Holdings Corp.
Registration Statement on Form S-1
Filed April 15, 2023
File No. 333-271152
Dear Paul Galvin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Leslie Marlow

CORRESP
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April 11, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Rucha Pandit

    Re:

    Safe & Green Holdings Corp.

    Registration Statement on Form S-1

    Filed April 5, 2023

    File No. 333-271152

    Request For Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Safe & Green Holdings Corp. (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action
to cause the above-referenced Registration Statement on Form S-1 (File No. 333-271152), to become effective on Friday, April 14,
2023, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware
of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration
Statement.

The
Registrant hereby authorizes its counsel, Leslie Marlow, Esq. of Blank Rome LLP, to orally modify or withdraw this request for acceleration.
Please contact Ms. Marlow at (212) 885-5358 with any questions you may have concerning this request, and please notify Ms. Marlow when
this request for acceleration has been granted.

    Very truly yours,

    Safe & Green Holdings Corp.

    By:
    /s/ Paul Galvin

    Name:
    Paul Galvin

    Title:
    Chief Executive Officer

    cc:
    Leslie Marlow, Esq., Blank Rome LLP

CORRESP
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November 18, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    SG Blocks, Inc.

    Registration Statement on Form S-1, as amended

    File No: 333-260996

    Request For Acceleration of Effectiveness

Ladies and Gentlemen:

SG
Blocks, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-260996),
to become effective on Tuesday, November 23, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes
its counsel, Leslie Marlow, Esq. or Patrick J. Egan, Esq. of Gracin & Marlow, LLP, to orally modify or withdraw this request for acceleration.
Please contact Ms. Marlow at (516) 496-2223 or (212) 907-6457 or Mr. Egan at (914) 557-5574 or (212) 907-6457 with any questions you may
have concerning this request, and please notify her or him when this request for acceleration has been granted.

    Very truly yours,

    SG BLOCKS, Inc.

    By:
    /s/ Paul M. Galvin

    Name:
    Paul M. Galvin

    Title:
    Chief Executive Officer

    cc:

    Leslie Marlow, Esq., Gracin & Marlow, LLP

    Patrick J. Egan, Esq., Gracin & Marlow, LLP

United States securities and exchange commission logo
November 18, 2021
Paul M. Galvin
Chief Executive Officer
SG Blocks, Inc.
195 Montague Street, 14th Floor
Brooklyn, New York 11201
Re:SG Blocks, Inc.
Registration Statement on Form S-1
Filed November 12, 2021
File No. 333-260996
Dear Mr. Galvin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Brian Fetterolf at 202-551-6613 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Leslie Marlow

CORRESP
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May 5, 2020

VIA EDGAR

United States Securities and
Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Jennifer Lopez

    Re:
    SG Blocks, Inc.

    Registration Statement on Form S-1 (as amended)

    File No: 333-237682

Dear Ms. Lopez:

As
the underwriter of the proposed offering of SG Blocks, Inc. (the “Company”), we hereby join the Company’s
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time,
on Wednesday, May 6, 2020 or as soon thereafter as is practicable.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    ThinkEquity, a Division of Fordham Financial

                    Management, Inc.

    By:
    /s/ Eric Lord

    Name: Eric Lord

Title: Head of Investment Banking

CORRESP
1
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May 5, 2020

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Jennifer Lopez

    Re:
    SG Blocks, Inc.

    Registration Statement on Form S-1 (as amended)

    File No: 333-237682

Dear Ms. Lopez:

SG Blocks, Inc. (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate
action to cause the above-referenced Registration Statement on Form S-1, as amended (File No. 333-237682), to become effective
on Wednesday, May 6, 2020, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes
Leslie Marlow and/or Patrick Egan of Gracin & Marlow, LLP to orally modify or withdraw this request for acceleration. Please
contact Ms. Marlow at (516) 496-2223 or (212) 907-6457, or Mr. Egan at (914) 557-5574 with any questions you may have concerning
this request, and please notify either of them when this request for acceleration has been granted.

    Very truly yours,

    SG Blocks, Inc.

    By:
    /s/ Paul Galvin

    Name:
    Paul Galvin

    Title:
    Chief Executive Officer

cc:   Leslie Marlow, Gracin & Marlow, LLP

Patrick J. Egan, Gracin & Marlow, LLP

April 20, 2020
Paul Galvin
Chief Executive Officer
SG Blocks, Inc.
195 Montague Street, 14th Floor
Brooklyn, New York 11201
Re:SG Blocks, Inc.
Registration Statement on Form S-1
Filed April 15, 2020
File No. 333-237682
Dear Mr. Galvin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer López, at 202-551-3792, with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

December 6, 2019
Paul M. Galvin
Chief Executive Officer
SG Blocks, Inc.
195 Montague Street, 14th Floor
Brooklyn, New York 11201
Re:SG Blocks, Inc.
Registration Statement on Form S-1
Filed November 27, 2019
File No. 333-235295
Dear Mr. Galvin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Patrick J. Egan

CORRESP
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December 9, 2019

VIA EDGAR

United States
Securities and Exchange Commission

Division of Corporation Finance

100 F Street,
N.E.

Washington, D.C. 20549

Attention: Ms. Katherine Bagley

    Re:
    SG Blocks, Inc.

Registration Statement on
Form S-1 (as amended)

File
No: 333-235295

Dear Ms. Bagley:

As
the underwriter of the proposed offering of SG Blocks, Inc. (the “Company”), we hereby join the Company’s
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time,
on Tuesday, December 10, 2019, or as soon thereafter as is practicable.

The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking

CORRESP
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December 9, 2019

VIA
EDGAR

United States Securities

and Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Katherine
Bagley

    Re:
    SG Blocks, Inc.

    Registration Statement on Form S-1 (as amended)

    File No: 333-235295

Dear Ms. Bagley:

SG Blocks, Inc. (the
“Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended (File No. 333-235295), to
become effective on Tuesday, December 10, 2019, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The Registrant hereby authorizes Leslie
Marlow and/or Patrick Egan of Gracin & Marlow, LLP to orally modify or withdraw this request for acceleration. Please contact
Ms. Marlow at (516) 496-2223 or (212) 907-6457, or Mr. Egan at (914) 557-5574 with any questions you may have concerning this request,
and please notify either of them when this request for acceleration has been granted.

    Very truly yours,

    SG Blocks, Inc.

    By:
    /s/
    Paul Galvin

    Name:
    Paul
    Galvin

    Title:
    Chief Executive
    Officer

cc:   Leslie Marlow, Gracin & Marlow, LLP

Patrick J. Egan, Gracin & Marlow,
LLP

CORRESP
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February 5, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Edward M. Kelly, Senior Counsel

    Re:
    SG Blocks, Inc.

    Registration Statement on Form S-3

    Filed December 18, 2018

    File No. 333-228882

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
SG Blocks, Inc. (the “Registrant”) hereby respectfully requests acceleration of the effective date of its Registration
Statement on Form S-3 (File No. 333-228882) (the “Registration Statement”), so that it may become effective at 4:00
p.m. (Eastern Time) on Thursday, February 7, 2019, or as soon thereafter as practicable.

Please contact our outside counsel, David D. Watson of Thompson
Hine LLP, at (216) 566-5598 with any comments or questions regarding the Registration Statement, this letter or related matters.
The Registrant requests that it be notified of such effectiveness by contacting Mr. Watson at the number above. Thank you for your
attention to this matter.

    Sincerely,

    SG BLOCKS, INC.

    By:

        /s/ Mahesh S. Shetty

    Mahesh S. Shetty

    Chief Financial Officer

CC: David D. Watson, Thompson Hine LLP

February 4, 2019
Paul M. Galvin
Chairman and Chief Executive Officer
SG Blocks, inc.
195 Montague Street, 14th Floor
Brooklyn, NY 11201
Re:SG Blocks, Inc.
Registration Statement on Form S-3
Filed December 18, 2018
File No. 333-228882
Dear Mr. Galvin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

August 17, 2018
Paul M. Galvin
Chairman and Chief Executive Officer
SG Blocks, Inc.
195 Montague Street, 14th Floor
Brooklyn, NY 11201
Re:SG Blocks, Inc.
Registration Statement on Form S-3
Filed August 10, 2018
File No. 333-226787
Dear Mr. Galvin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
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        August 17, 2018

        By EDGAR

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, N.E.

        Washington, D.C. 20549

        Attention: Edward M. Kelly, Division of Corporation Finance

    Re: SG Blocks, Inc. (the “Company”)

       Registration Statement on Form S-3 (File No. 333-226787)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of
1933, as amended (the “Act”), the Company hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on August 20, 2018,
at 4:00 P.M., Eastern Time, or as soon thereafter as is practicable.

In connection with this acceleration request,
the Company confirms that it is aware of its obligations under the Act.

If you have any questions regarding this request,
please contact our outside counsel, David Watson of Thompson Hine LLP, at 216-566-5598 or the undersigned at 817-796-4040. Please
also call David Watson as soon as the Company’s Registration Statement on Form S-3 has been declared effective. Thank you
for your attention to this matter.

        Sincerely,

        SG BLOCKS, INC.

        By:      /s/ Mahesh Shetty

        Name: Mahesh Shetty

        Title:   President and Chief Financial
        Officer

cc: David Watson, Thompson Hine LLP

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June
20, 2017

Via
Edgar

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Pamela
    Long, Assistant Director

    Craig
    Slivka, Staff Attorney

    Frank
    Pigott, Staff Attorney

    Re:
    SG
    Blocks, Inc.

    Registration
    Statement on Form S-1

    Filed
    February 6, 2017, as amended

    File
    No. 333-215922

Ladies
and Gentlemen,

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, SG Blocks, Inc. (the “Company”) hereby
requests acceleration of the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-215922), as
amended (the “Registration Statement”), so that it may become effective on June 21, 2017 at 5:00 p.m. Eastern
Daylight Time, or as soon as practicable thereafter.

Please
notify our attorney, David Watson, Esq., by phone at (216) 566-5598 of the date and time that the Registration Statement has been
declared effective.

    Respectfully,

    /s/
    Mahesh Shetty

    Mahesh
    Shetty

    Chief
    Financial Officer

    cc:
    David
    Watson, Esq., Thompson Hine LLP

CORRESP
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June 20, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    SG Blocks, Inc. (“Company”)

    Registration Statement on Form S-1

    (File No. 333-215922) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to
Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
Joseph Gunnar & Co., LLC., as representative of the underwriters of the offering, hereby joins the request of the Company that
the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on Wednesday,
June 21, 2017, at 5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant to
Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on
behalf of the several underwriters, wish to advise you that, through June 19, 2017, we distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated June 16, 2017, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

We have complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    JOSEPH GUNNAR & CO., LLC

    By:
     /s/ Eric Lord

    Name: Eric Lord

    Title: Head of Investment Banking/Underwritings

CORRESP
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June 13, 2017

Via Edgar

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Pamela Long, Assistant Director

Craig
Slivka, Staff Attorney

Frank Pigott, Staff Attorney

    Re:
    SG
Blocks, Inc.

Request to Delay Effectiveness

Registration Statement on Form S-1

File No. 333-215922

Ladies and Gentlemen,

SG Blocks, Inc., a Delaware corporation (the
“Company”), hereby withdraws its acceleration request dated June 9, 2017 relating to its Registration Statement
on Form S-1 (File No. 333-215922) (the “Registration Statement”) and respectfully requests that the Securities
and Exchange Commission (the “Commission”) take appropriate action to delay declaring the above-referenced Registration
Statement effective until such time as may be requested orally or in writing after the date hereof pursuant to Rule 461 of the
Securities Act of 1933, as amended, by an officer of the Company.

If you have any questions regarding the foregoing,
please contact David D. Watson of Thompson Hine LLP, our counsel, by telephone at (216) 566-5598.

    Respectfully,

/s/ Mahesh Shetty

Mahesh Shetty

Chief Financial Officer

cc:	David Watson, Esq., Thompson Hine LLP

CORRESP
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June 9, 2017

Via Edgar

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:   Pamela Long, Assistant Director

    Craig Slivka, Staff Attorney

    Frank Pigott, Staff Attorney

Re:  SG Blocks, Inc.

    Registration Statement on Form S-1

    Filed February 6, 2017, as amended

    File No. 333-215922

Ladies and Gentlemen,

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, SG Blocks, Inc. (the “Company”) hereby requests acceleration
of the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-215922), as amended (the “Registration
Statement”), so that it may become effective on June 13, 2017 at 5:00 p.m. Eastern Daylight Time, or as soon as practicable
thereafter.

Please notify our attorney, David Watson, Esq.,
by phone at (216) 566-5598 of the date and time that the Registration Statement has been declared effective.

    Respectfully,

    /s/ Mahesh Shetty

    Mahesh Shetty
Chief Financial Officer

cc:  David Watson, Esq., Thompson Hine LLP

CORRESP
1
filename1.htm

June
9, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    SG
    Blocks, Inc. (“Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-215922) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), Joseph Gunnar & Co., LLC., as representative of the underwriters of the offering, hereby joins the request of
the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become
effective on Tuesday, June 13, 2017, at 5:00 p.m., ET, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting
on behalf of the several underwriters, wish to advise you that, through June 8, 2017, we distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated June 8, 2017, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    JOSEPH GUNNAR & CO., LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking/Underwritings

CORRESP
1
filename1.htm

Via EDGAR Submission and Federal Express

June 2, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Craig Slivka

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    SG Blocks, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed June 2, 2017

File No. 333-215922

Dear Mr. Slivka:

SG Blocks, Inc., a
Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”)
Pre-Effective Amendment No. 4 to its Registration Statement on Form S-1 (as amended, the “Registration Statement”).

On behalf of the Company,
we are writing to respond to the comments raised in the letter to the Company, dated May 18, 2017, from the Staff of the Commission
(the “Staff”). The Company’s responses below correspond to the captions and numbers of those comments
(which are reproduced below in italics). Where applicable, we have referenced in the Company’s responses the section or appropriate
page number(s) of the Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the meanings
assigned to them in the Registration Statement.

Capitalization, page 28

 1. Please put a double underline under the amounts for cash and cash equivalents and short term investments to clearly segregate
it from your capitalization. Additionally, please revise the amount for total capitalization to exclude the amount for cash and
cash equivalents and short term investments as it is not a component of capitalization.

Response: The Company has revised the
formatting of and amounts for cash and cash equivalents, short term investments and total capitalization as requested.

 2. Please clearly show in the notes to your capitalization table how you arrived at each as adjusted amount, including disclosing
any significant estimate and/or assumption used to arrive at each of these amounts.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 28 to include a more detailed description of how the Company calculated
each as adjusted amount set forth in the capitalization table, and our estimates or assumptions used in arriving at these calculations.

David.Watson@ThompsonHine.com Phone (216) 566-5598 Fax (216) 566-5800

June
2, 2017
 Page 2

Dilution, page 29

 3. Please provide us with your calculation of net tangible book deficit as of March 31, 2017, assuming conversion of your preferred
stock and 50% of your outstanding convertible debentures. Please also provide us with a reconciliation of the outstanding shares
you used to calculate net tangible book deficiency per share at March 31, 2017.

Response: The Company calculated
net tangible book deficit per share at March 31, 2017 using 2,423,905 outstanding shares. This number is calculated as
follows: 163,901 common shares currently outstanding, plus 458,334 shares of common stock issuable upon conversion of 50% of
the Company’s outstanding debentures, plus 1,801,670 shares of common stock issuable upon conversion of the
Company’s outstanding preferred stock. The Company calculates net tangible book value per share of its common stock by
subtracting its total liabilities from its total tangible assets and dividing the result by the number of outstanding
shares of common stock. As of March 31, 2017, we had total tangible assets of $862,721 (consisting of $857,852 in total
current assets plus $4,869 in equipment, net) and total liabilities of $2,147,909 (calculated by subtracting $1,305,765, or
50% of liabilities attributable to the Company’s convertible debentures, and conversion option liabilities equal to
$144,067 from $3,597,741), which results in a net tangible book deficit equal to $(1,285,188), or $(0.53) per share
(calculated by dividing $(1,285,188) by 2,423,905 shares currently outstanding).

We hope that the foregoing has been responsive
to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the
undersigned at (216) 566-5598.

Sincerely,

    /s/ David D. Watson

    David D. Watson

    cc: Mahesh Shetty

Mail Stop 4631
May 18 , 2017
Via E -Mail
Mahesh Shetty
Chief Financial Officer
SG Blocks, Inc.
195 Montague Street
Brooklyn, NY 11201

Re: SG Blocks, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed May 8 , 2017
  File No. 333 -215922

Dear Mr. Shetty

We have reviewed your amended registration statement  and have the following
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 amending 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 amendm ent is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Capitalization, page 28

1. Please put a double underline under the amounts for cash and cash equivalents and short
term investments to clearly segregate it from your capitalization.  Additionally, please
revise the amount for total capitalization to exclude the amount for cash and cash
equival ents and short term investments as it is not a component of capitalization.

2. Please clearly show in the notes to your capitalization table how you arrived at each as
adjusted amount, including disclosing any significant estimate and/or assumption used to
arrive at each of these amounts.

Mahesh Shetty
SG Blocks, Inc.
May 1 8, 2017
Page 2

 Dilution, page 29

3. Please provide us with your calculation of net tangible book deficit as of March 31, 2017,
assuming conversion of your preferred stock and 50% of your outstanding convertible
debentures.  Please also pro vide us with a reconciliation of the outstanding shares you
used to calculate net tangible book deficiency per share at March 31, 2017.

You may contact Dale Welcome (Staff Accountant) at 202-551-3865  or John Cash
(Accounting Branch Chief ) at 202-551-3768  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Frank Pigott  (Staff Attorney) at 202-
551-3570  or me at 202-551-3729  with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
 Assistant Director
Office  of Manufacturing and
Construction

cc: David D. Watson
 Thompson Hine LLP

CORRESP
1
filename1.htm

Via
EDGAR Submission and Federal Express

April
13, 2017

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Craig Slivka

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    SG
    Blocks, Inc.

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

    Filed March 15, 2017

    File No. 333-215922

Dear
Mr. Slivka:

SG
Blocks, Inc., a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission
(the “Commission”) Pre-Effective Amendment No. 2 to its Registration Statement on Form S-1 (as amended, the
“Registration Statement”).

On
behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated March 28, 2017, from
the Staff of the Commission (the “Staff”). The Company’s responses below correspond to the captions and
numbers of those comments (which are reproduced below in italics). Where applicable, we have referenced in the Company’s
responses the section or appropriate page number(s) of the Registration Statement. Capitalized terms used in this letter but not
otherwise defined herein have the meanings assigned to them in the Registration Statement.

Summary
Consolidated Financial and Other Data, page 5

Balance
Sheet Data, page 6

 1. Please
                                         revise the amounts for cash and cash equivalents, for each period presented, to reconcile
                                         to the cash and cash equivalent line item on your audited balance sheets. It does not
                                         appear to us that the balances of your short-term investments line item should be included
                                         in your cash and cash equivalents.

Response:
In response to the Staff’s comment, the Company respectfully advises the Commission that the cash and cash equivalents amount
for each period presented includes a certificate of deposit (“CD”) held in a large national bank. This CD matured
in November 2016 and, in February 2017, was renewed for another 16 months. The CD originally acted as security for a letter of
credit issued to the Company’s payroll and staffing provider. That letter of credit expired in November 2016. Upon further
consideration and in light of our discussion with the Staff, we have added short-term investments to the description of cash and
cash equivalents.

David.Watson@ThompsonHine.com Phone (216) 566-5598 Fax (216) 566-5800

    Thompson
        Hine llp

        Attorneys
        at Law

    3900
        Key Center

        127
        Public Square

        Cleveland,
        Ohio 44114-1291

    www.ThompsonHine.com

        Phone:
        216.566.5500

        Fax:
        216.566.5800

April 13, 2017

Page 2

 2. Please
                                         revise your total long-term debt line item to say “total debt” since the
                                         December 31, 2015 balance includes $5.0 million of convertible debentures which were
                                         classified as a current liability on your audited balance sheets.

Response:
The Company has revised the total long-term debt line item as requested.

Risk
Factors, page 7

The
Company’s ability to continue as a going concern…, page 9

 3. We
                                         note your response to comment 4. Please expand your risk factor to specifically address
                                         that your independent registered public accounting firm issued a going concern opinion
                                         on your audited financial statements for the year ended December 31, 2016.

Response:
The Company has expanded this risk factor to address the going concern opinion issued by the Company’s independent registered
public accounting firm for the year ended December 31, 2016 as requested.

Capitalization,
page 27

 4. It
                                         does not appear that the total of your capitalization is correct. Please revise your
                                         registration statement as appropriate.

Response:
In response to the Staff’s comment, the Company has corrected the total capitalization amount on page 28 to $8,458,749.

Description
of Business, page 30

Environmentally
Responsible Building, page 31

 5. Please
                                         consider revising your registration statement to include the information in your response
                                         to comment 10.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 32 to include a more detailed description
of how the SG BlocksTM system contributes towards LEED certification for completed projects.

April
13, 2017

Page 3

Management’s
Discussion and Analysis of Financial Condition and Results . . ., page 35

Results
of Operations, page 36

 6. We
                                         note your response to comment 14; however, it is not appropriate to discuss the combined
                                         financial information of the predecessor and successor below the revenue line. For amounts
                                         below the revenue line, it is appropriate to discuss the historical results of your predecessor
                                         and successor separately. Please revise your MD&A accordingly.

Response:
The Company has revised its discussion in the MD&A to separately address the historical results of the predecessor and successor
entities with respect to all amounts below the revenue line.

 7. Please
                                         expand your narrative to discuss the significant components included in the reorganization
                                         line item for the successor during the six months ended December 31, 2016, as well as
                                         for the predecessor during the six months ended June 30, 2016.

Response:
In response to the Staff’s comment, the Company has provided a description on page 39 with respect to the significant components
included in the reorganization line item for the six months ended December 31, 2016 and the six months ended June 30, 2016.

Critical
Accounting Policies and New Accounting Pronouncements, page 38

Critical
Accounting Policies, page 38

Revenue
Recognition, page 39

 8. We
                                         note your response to comment 16 and your revised disclosure, and have the following
                                         additional comments:

 a. It
                                         appears that engineering services are the only component of your revenue recognized on
                                         the percentage-of-completion basis. Please confirm if our understanding is correct.

Response:
The Company confirms that engineering services are the only component of our revenue recognized on a percentage-of-completion
basis.

 b. You
                                         state that you also supply repurposed containers to your customers and that this revenue
                                         is recognized when delivered. Please tell us what percentage of your block sales revenue
                                         is attributed to the sales of these repurposed containers.

Response:
Approximately 90% of the Company’s revenues are attributable to block sales.

Goodwill,
page 40

 9. Given
                                         the significance of your goodwill balance, please expand your disclosure:

 a. to
                                         address the significant assumptions you used in your goodwill impairment testing; and

 b. to
                                         identify your reporting units, including the number of reporting units that have goodwill.

Response:
In response to the Staff’s comment, the Company has expanded its disclosure on page 42 to include the significant assumptions
we used in our goodwill impairment testing and to identify that we have one reporting unit that has goodwill.

April 13, 2017

Page 4

Changes
in and Disagreements with Accountants on Accounting and Financial . . ., page 42

 10. We
                                         note your response to comment 17 and your disclosure that your registration statement
                                         has been updated to reflect the financial statements for the years ended December 31,
                                         2016 and December 31, 2015. In this regard, please revise your disclosure to remove the
                                         references to December 31, 2014 in the third, sixth, and seventh paragraphs.

Response:
In response to the Staff’s comment, the Company has corrected the disclosure on page 45 to remove all references to the
Company’s financial statements for the year ended December 31, 2014.

Backlog,
page 43

 11. Please
                                         provide us with a basis for your disclosure that your architectural and engineering projects
                                         of $748,000 in progress will translate into $13.4 million in revenue over the next twelve
                                         months.

Response:
As of March 10, 2017, the Company had entered into contractual commitments for architectural and engineering projects in the amount
of $748,000, which projects are all currently in progress. In light of the Company’s historic practice of recognizing revenue
at three distinct phases in the SG BlockTM product life cycle, the Company expects, although it cannot guarantee, future
revenue of $13.4 million from the third and final phase (product sales) of these projects. As such, the $748,000 figure used by
the Company represents “Backlog” as defined under GAAP. Based on the Company’s analysis of the customer projects
currently in process, the Company expects $13.4 million in revenue (or pipeline) to result from the construction and delivery
phase of these projects.

Upon further consideration
and in light of our discussion with the Staff, we have moved all references to the Company’s pipeline into a separate section
within the Description of Business section for purposes of distinguishing pipeline from Backlog. We have also updated the Backlog
figure to $1,004,160 as of April 11, 2017.

Experts,
page 71

 12. In
                                         the first paragraph, please revise the period covering the consolidated financial statements
                                         to say “as of December 31, 2016 and for the six month periods ended June 30, 2016
                                         (Predecessor) and December 31, 2016 (Successor).

Response:
In response to the Staff’s comment, the Company has revised its disclosure with respect to the periods covered on page 74.

April
13, 2017

Page 5

Consolidated
Financial Statements, page F-1

Note
2. Liquidity and Financial Condition, page F-8

 13. We
                                         note your response to comment 19; however it does not appear that you were responsive
                                         to our comment. Please revise your registration statement to provide the disclosures
                                         required by ASC 852-10-50-7(c).

Response:
In response to the Staff’s comment, the Company has added disclosure on page 43 to directly address the disclosures required
by ASC 852-10-50-7(c).

We
hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the
foregoing, please feel free to contact the undersigned at (216) 566-5598.

    Sincerely,

    /s/
    David D. Watson

    David
    D. Watson

    cc:
    Mahesh Shetty

Mail Stop 4631
March 28 , 2017
Via E -Mail
Mahesh Shetty
Chief Financial Officer
SG Blocks, Inc.
195 Montague Street
Brooklyn, NY 11201

Re: SG Blocks, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 15 , 2017
  File No. 333 -215922

Dear Mr. Shetty

We have reviewed your amended registration statement  and have the following
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 amending 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 amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our March 3, 2017 letter .

Summary Consolidated Financial and Other Data, page 5

Balance Sheet Data, page 6

1. Please  revise the amounts for cash and ca sh equivalents, for each period  presented, to
reconcile to the cash and cash equivalent line item on your audited balance sheets.  It
does not appear to us that the balances of your short -term investments line item should  be
included in your cash and cash equivalents.

2. Please revise your total long -term debt line item to say “total debt” since the December
31, 2015 balance includes $5.0 million of convertible debentures which were classified as
a current liability on your audited balance sheets.

Mahesh Shetty
SG Blocks, Inc.
March 28, 2017
Page 2

 Risk Factors, page 7

The Company’s ability to continue as a going concern…, page 9

3. We note your response to comment 4.  Please expand your risk factor to specifically
address that your independent registered public accounting f irm issued a going concern
opinion on your audited financial statements for the year ended December 31, 2016.

Capitalization, page 27

4. It does not appear that the total of your capitalization is correct.  Please revise your
registration statement as appropriate.

Description of Business, page 30

Environmentally Responsible Building, page 31

5. Please consider revising your registration statement to include the information in your
response to comment 10.

Management’s Discussion and Analysis of Financial Condition and Results . . ., page 35

Results of Operations, page 36

6. We note your response to comment 14; however, it is not appropriate to discuss the
combined financial information of the predecessor and  successor below the revenue line.
For amounts below the revenue line, it is appropriate to discuss the historical results of
your predecessor and successor separately.  Please revise your MD&A accordingly.

7. Please expand your narrative to discuss the sig nificant components in cluded  in the
reorganization line item for the successor during the six months ended December 31,
2016 , as well as for the predecessor during the six months ended June 30, 2016.

Mahesh Shetty
SG Blocks, Inc.
March 28, 2017
Page 3

 Critical Accounting Policies and New Accounting Pronoun cements, page 38

Critical Accounting Policies, page 38

Revenue Recognition, page 39

8. We note your response to comment 16 and your revised disclosure , and have the
following additional comments:
 It appears that engineering services  are the only component of your revenue recognized
on the percentage -of-completion basis.  Please confirm if our understanding is correct.
 You state that you also suppl y repurposed containers to your customers and that this
revenue is recognized when delivered .  Please tell us what percentage of your block sales
revenue is attributed to the sales of these repurposed containers .

Goodwill, page 40

9. Given the significance of your goodwill balance, please expand your disclosure:
 to address the significant  assumptions you used in your goodwill impairment testing; and
 to identify your reporting units, including the number of reporting units that have
goodwill.

Changes in and Disagreements with Accountants on Accounting and Financial . . ., page 42

10. We note your response to comment 17 and your disclosure that your registration
statement has been updated to reflect the financial statements for the years ended
December 31, 2016 and December 31, 2015.  In this regard, please revise your disclosure
to remove the references to December 31, 2014 in the third, sixth, and seventh
paragraphs.

Backlog, page 43

11. Please provide us with a basis for your disclosure that your architectural and engineering
projects of $748,000 in progress will translate into $13.4 million in  revenue over the next
twelve months.

Experts, page 71

12. In the first paragraph, please revise the period covering the consolidated financial
statements to say “as of December 31, 2016 and for the six month periods ended June 30,
2016 (Predecessor) and Dec ember 31, 2016 (Successor).

Mahesh Shetty
SG Blocks, Inc.
March 28, 2017
Page 4

 Consolidated Financial Statements, page F -1

Note 2. Liquidity and Financial Condition, page F -8

13. We note your response to comment 19; however it does not appear that you were
responsive to our comment.  Please revise your registration statement to provide the
disclosures r equired by ASC 852 -10-50-7(c).

You may contact Dale Welcome (Staff Accountant) at 202-551-3865  or John Cash
(Accounting Branch Chief ) at 202-551-3768  if you have questions regarding comments on the
financ ial statements and related matters.  Please contact  Frank Pigott  (Staff Attorney) at 202-
551-3570  or me at 202-551-3729  with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
 Assistant Director
Office of Manufacturing and
Construction

cc: David D. Watson
 Thompson Hine LLP

CORRESP
1
filename1.htm

Via
EDGAR Submission and Federal Express

March 15, 2017

United
States Securities and Exchange Commission

Division
of Corporation Finance

Attn:
Craig Slivka

100
F. Street, N.E.

Washington, D.C. 20549

 Re: SG
                                         Blocks, Inc. (the “Company”)

                                         Registration Statement on Form S-1

                                         Filed February 6, 2017

                                         File No. 333-215922

Dear
Mr. Slivka:

SG
Blocks, Inc., a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission
(the “Commission”) Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (as amended, the
“Registration Statement”).

On
behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated March 3, 2017, from
the Staff of the Commission (the “Staff”). The Company’s responses below correspond to the captions and
numbers of those comments (which are reproduced below in italics). Where applicable, we have referenced in the Company’s
responses the section or appropriate page number(s) of the Registration Statement. Capitalized terms used in this letter but not
otherwise defined herein have the meanings assigned to them in the Registration Statement.

General

 1. Please
                                         revise your registration statement to provide updated financial statements and related
                                         disclosures as required by Rule 8-08 of Regulation S-X.

Response:
The Company has included in its Registration Statement updated financial statements as requested.

    David.Watson@ThompsonHine.com   Phone (216) 566-5598   Fax (216) 566-5800

Thompson
Hine llp

    3900
    Key Center
    www.ThompsonHine.com

Attorneys
at Law

    127
    Public Square
    Phone:
    216.566.5500

    Cleveland,
    Ohio 44114-1291
    Fax:
    216.566.5800

March
15, 2017

Page
2

Prospectus
Summary, page 1

 3. Please
                                         ensure that the information you include in your summary is balanced. To the extent that
                                         you cite competitive strengths in your summary, please review each one and revise as
                                         necessary to provide balanced information. By way of example and not limitation, your
                                         history of bankruptcy, net losses, uncertainty as to your ability to continue as a going
                                         concern, substantial level of indebtedness, and the ownership of 88% of SG Blocks, Inc.’s
                                         common stock by a limited number of shareholders should be featured prominently in the
                                         summary.

Response:
In response to the Staff’s comment, the Company has included additional disclosure in the Prospectus Summary with respect
to certain risks relating to the Company’s operations and current ownership as noted by the Commission.

With
respect to the Company’s “substantial level of indebtedness” as noted by the Commission, the Company advises
the Commission that the Company’s total debt, as reflected on the Company’s balance sheet for the fiscal year ended
December 31, 2016, is $2,446,337 (net of discounts of $991,163), as compared to $5,611,841 (net of discounts of $393,169), for
the year ended December 31, 2015.

The Company currently has outstanding
$3,437,500 of convertible debentures issued to Hillair Capital Investments L.P. (the “2016 OID Debentures”).
In February 2017, Hillair Capital Investments L.P. agreed to convert 50% of the OID Debentures in the amount of $1,718,750, or
458,334 shares of common stock, in connection with the effective date of the Company’s offering. The Company has included
disclosure of the conversion throughout the Registration Statement, including the beneficial ownership table on page 57. The Company
believes this information is useful for readers of the Registration Statement and that it will assist readers in understanding
other disclosures related to the Company’s capitalization structure included elsewhere in the Registration Statement. After
the partial conversion of the 2016 OID Debentures, the Company will have total long-term debt of $1,718,750. In addition, as discussed
in the “Use of Proceeds” section of the prospectus, the Company plans to use a portion of the offering proceeds to
pay off the remaining portion of the 2016 OID Debentures. In light of this reduction in the Company’s indebtedness, the Company
believes that its level of indebtedness as of the effective date of the offering is not material, and we have therefore omitted
this factor within the description of operational risks within the Prospectus Summary.

Risk
Factors, page 7

 4. Please
                                         add a risk factor addressing your independent registered public accounting firm’s
                                         opinion regarding the substantial doubt about your ability to continue as a going concern.

Response:
Please see the risk factor on page 9  in response to the Staff’s comment. The Company believes that upon the
successful completion of the offering and / or validation from management on sufficient liquidity from continuing operations,
the Company’s auditors, Whitley Penn, LLP, will be open to removing the going concern qualification.

March
15, 2017

Page
3

We
are dependent on the services of key personnel, and the unexpected loss . . ., page 9

 5. We
                                         note your disclosure that you are currently negotiating new employment agreements with
                                         your officers. Please confirm that you will update this disclosure and your disclosure
                                         on page 53 to reflect the entry into agreements with such officers, if applicable.

Response:
In response to the Staff’s comment, the Company has included a description of the employment agreements recently
entered into with its executive officers, which were filed as exhibits to the Company’s current report on Form 8-K
filed with the Commission on March 14, 2017. The Company has also revised the disclosure beginning on page 53 of the
Registration Statement to reflect the new employment agreements.

Failure
to establish and maintain effective internal controls in accordance . . ., page 14

 6. Please
                                         discuss here that your internal controls are still in a state of transition as you work
                                         to remedy the significant deficiencies that constitute a material weakness in your internal
                                         control over financial reporting.

Response: In response to the Staff’s comment, we have added disclosure to this risk factor reflecting this
continuing state of improvement of our internal controls. However, as described in the Company’s Annual Report on Form 10-K
filed with the Commission on February 21, 2017 (the “2016 Annual Report”), the Company’s management assessed
the effectiveness of our internal control over financial reporting as of December 31, 2016 and concluded that, as of such date,
the Company had remediated the material weaknesses identified in the Company’s Annual Report on Form 10-K filed with the
Commission on July 21, 2016. Although management has determined that our internal controls are effective as of December 31, 2016,
the Company will continue to take steps to improve our system of internal controls.

Market
For Common Equity and Related Stockholder Matters, page 20

 7. Please
                                         revise your disclosure in this section and your beneficial ownership disclosure to be
                                         as of the same date. In this regard, we note your disclosure in this section is as of
                                         January 31, 2017 while your disclosure regarding beneficial ownership is as of February
                                         1, 2017.

Response: The
Company has conformed the beneficial ownership disclosure on pages 9, 14, 21, 50, 51 and 57 to be as of the same date (March 10,
2017).

Our
Emergence From Bankrupcty, page 28

 8. Please
                                         expand your discussion of your bankruptcy to include details regarding (i) what led to
                                         your decision to voluntarily enter bankruptcy proceedings and (ii) the reorganization
                                         of SG Blocks, Inc. such that potential investors can evaluate the current prospects for
                                         your company.

Response: In response to the Staff’s comment, the Company has provided a more detailed background on page
29 with respect to the Company’s emergence from bankruptcy in 2016 and our subsequent reorganization.

March
15, 2017

Page
4

Description
of Business, page 29

 9. Please
                                         revise this section to discuss in more detail the products and services that you offer.
                                         In this regard, we note that your website provides more detail regarding the different
                                         services and the core deliverables offered by you.

Response: In
response to the Staff’s comment, the Company has included a more detailed description of the products and services we offer
on page 30.

Environmentally
Responsible Building, page 30

 10. We
                                         note that you believe the SG BlocksTM system contributes significantly towards
                                         LEED certification for completed projects. Please tell us whether the LEED certification
                                         program considers your product to be a positive factor when certifying a building as
                                         LEED.

Response: The use of the SG BlocksTM system on a building provides between 4-6 points towards the LEED
certification levels. The areas in the LEED checklist that are typically associated with the Company’s building structure
are as follows:

 ● Reduced
                                         site disturbance;

 ● Resource
                                         reuse;

 ● Recycled
                                         content;

 ● Innovation
                                         in design; and

 ● Local
                                         and regional materials.

The
above list represents almost 20% of the base certification points required to obtain LEED certification for completed projects.
Therefore, because SG BlocksTM satisfy such requirements, we believe the LEED certification program considers SG BlocksTM
to be a positive factor when certifying the building as LEED.

Our
Customers, page 32

 11. Please
                                         add a risk factor that discusses the risks associated with your accounts receivable due
                                         from only two to three customers.

Response:
In response to the Staff’s comment, the Company has added a risk factor on page 9.

Our
Suppliers, page 32

 12. Please
                                         expand your disclosure to discuss the raw materials and suppliers for the various finishes
                                         you offer (e.g. windows, sidings, insulation, etc.).

Response:
In response to the Staff’s comment, we have added additional disclosure to page 34  describing our suppliers for the
raw materials we require to produce the SG BlocksTM deliverable, in addition to the actual shipping
container.

March
15, 2017

Page
5

Intellectual
Property, page 33

 13. We
                                         note your risk factor on page 10 referencing a pending patent application for your proprietary
                                         manufacturing process. Please revise this section to include a discussion of such pending
                                         patent application. See Item 101(h)(vii) of Regulation S-K.

Response: In
response to the Staff’s comment, the Company has included a description of the Company’s current patent application
on page 10.

Management’s
Discussion and Analysis of Financial Condition and . . ., page 34

Results
of Operations, page 34

 14. We
                                         refer to your narrative of the combined operations of the predecessor and successor entities.
                                         It is generally inappropriate to combine financial information for predecessor and successor
                                         entities where fresh-start accounting has been applied since the successor financial
                                         statements are not comparable to the financial statements prepared prior to the effective
                                         date of the bankruptcy plan of reorganization. In this regard, please revise your MD&A
                                         to separately present and discuss the historical results of your predecessor and successor,
                                         as appropriate, or explain to us your basis for discussing the combined 2016 operations,
                                         as compared to the results of 2015.

Response: In
response to the Staff’s comment, the Company has conformed the financial statements in the Registration Statement with the
2016 Annual Report, which presents our financial statements based on the “predecessor” and “successor”
entities. During bankruptcy, the Company operated without interruption. Although the historical financials of the Company prior
to and post-emergence from bankruptcy are not comparable, we include references to year over year numbers for the Predecessor Company
and Successor Company within the MD&A in order to facilitate review for readers of the Registration Statement.

Liquidity
and Capital Resources, page 37

 15. Given
                                         that your auditor expressed substantial doubt about your ability to continue as a going
                                         concern in their audit opinion, please revise your disclosure to provide a more detailed
                                         discussion of how you intend to finance your operations during the next twelve months.
                                         Your disclosure should include a discussion of your current ability to obtain debt or
                                         equity financing or to obtain additional advances from stockholders, given the lack of
                                         cash flows from operations, and should also address the potential risks and consequences
                                         if you are unable to obtain additional financing. Refer to Section 607.02 of the SEC
                                         Codification of Financial Reporting Policies.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 37 to include
a discussion of our plan to finance operations in light of our independent registered public accounting firm’s report expressing
substantial doubt about the Company’s ability to continue as a going concern.

March
15, 2017

Page
6

Critical
Accounting Policies and New Accounting Pronouncements, page 38

Critical
Accounting Policies, page 38

Revenue
Recognition, page 39

 16. Please
                                         revise your disclosure to clarify what percentage of your revenue is attributed to long-term
                                         contracts associated with building projects and related services versus your sale of
                                         repurposed containers to

Mail Stop 4631
March 3, 2017
Via E -Mail
Mahesh Shetty
Chief Financial Officer
SG Blocks, Inc.
195 Montague Street
Brooklyn, NY 11201

Re: SG Blocks, Inc.
Registration Statement on Form S-1
Filed February 6, 2017
  File No. 333 -215922

Dear Mr. Shetty

We have reviewed your registration statement  and have the following 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 amending 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 amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please revise your registration statement  to provide updated financial statements and
related disclosures as required by Rule 8-08 of Regulation S -X.

2. Please be  advised that we may have additional comments when items that are currently
blank are completed.

Mahesh Shetty
SG Blocks, Inc.
March 3, 2017
Page 2

 Prospectus Summary, page 1

3. Please en sure that the information you include in your summary is balanced.  To the
extent that you cite competitive strengths in your summary, please review each one and
revise as necessary to provide balanced information.  By way of example and not
limitation, yo ur history of bankruptcy, net losses, uncertainty as to your ability to
continue as a going concern, substantial level of indebted ness, and the ownership of 88%
of SG Blocks, Inc.’s common stock by a limited number of shareholders should be
featured promin ently in the summary.

Risk Factors, page 7

4. Please add a risk factor addressing your independent registered public accounting firm’s
opinion regarding the substantial doubt about your ability to continue as a going concern.

We are dependent on the services of key personnel, and the unexpected loss . . ., page 9

5. We note your disclosure that you are currently negotiating new employment agreements
with your officers.  Please confirm that you will update this disclosure and your
disclosure on page 53 t o reflect the entry into agreements with such officers, if
applicable.

Failure to establish and maintain effective internal controls in accordance . . ., page 14

6. Please discuss here that your internal controls are still in a state of transition as you work
to remedy the significant deficiencies that constitute a material weakness in your internal
control over financial reporting.

Market For Common Equity and Related Stockholder Matters, page 20

7. Please revise your disclosure in this section and your be neficial ownership disclosure to
be as of the same date.  In this regard, we note your disclosure in this section is as of
January 31, 2017 while your disclosure regarding beneficial ownership is as of February
1, 2017.

Our Emergence From Bankrupcty, page  28

8. Please expand your discussion of your bankruptcy to include details regarding (i) what
led to your decision to voluntarily enter bankruptcy proceedings and (ii) the
reorganization of SG Blocks, Inc. such that potential investors can evaluate the curre nt
prospects for your company.

Mahesh Shetty
SG Blocks, Inc.
March 3, 2017
Page 3

 Description of Business, page 29

9. Please revise this section to discuss in more detail the products and services that you
offer.  In this regard, we note that your website provides more detail regarding the
different services and the core deliverables offered by you.

Environmentally Responsible Building, page 30

10. We note that you believe the SG BlocksTM system contributes significantly towards
LEED certi fication for completed projects .  Please tell us whether the LEED  certification
program considers your product to be a positive factor when certifying a building as
LEED.

Our Customers, page 32

11. Please add a risk factor that discusses the risks associated with your accounts receivable
due from only two to three custome rs.

Our Suppliers, page 32

12. Please expand your disclosure to discuss the raw materials and suppliers for the various
finishes you offer (e.g. windows, sidings, insulation, etc.).

Intellectual Property, page 33

13. We note your risk factor on page 10 referen cing a pending patent application for your
proprietary manufacturing process.  Please revise this section to include a discussion of
such pending patent application.  See Item 101(h)(vii) of Regulation S -K.

Management’s Discussion and Analysis of Financia l Condition and  . . ., page 34

Results of Operations, page 34

14. We refer to your narrative of the combined operations of the predecessor and successor
entities.  It is generally inappropriate to combine financial information for predecessor
and successor entities where fresh -start accounting has been applied since the successor
financial statements are not comparable to the financial statements prepared prior to the
effective date of the bankruptcy plan of reorganization.  In this regard, please revise your
MD&A to separately present and discuss the historical results o f your predecessor and
successor, as appropriate, or explain to us your basis for discussing the combined 2016
operations, as compared to the results of 2015.

Mahesh Shetty
SG Blocks, Inc.
March 3, 2017
Page 4

 Liquidity and Capital Resources, page 37

15. Given that your auditor expressed substantial doubt ab out your ability to continue as a
going concern in their audit opinion,  please revise your disclosure to provide a more
detailed discussion of how you intend to finance your operations during the next twelve
months.  Your disclosure should include a discus sion of your current ability to obtain
debt or equity financing or to obtain additional advances from stockholders, given the
lack of cash flows from operations, and should also address the potential risks and
consequences if you are unable to obtain addit ional financing.  Refer to Section 607.02 of
the SEC  Codification of Financial Reporting Policies .

Critical Accounting Policies and New Accounting Pronouncements, page 38

Critical Accounting Policies, page 38

Revenue Recognition, page 39

16. Please revise your disclosure to clarify what percentage of your revenue is attributed to
long-term contracts associated with building projects and related services versus your
sale of repurposed containers to customers at fixed prices.

Changes in and Disagreements wit h Accountants on Acc ounting and Financial . . . , page 42

17. Please revise the second paragraph of your disclosure to state that Marcum’s audit report
on the predecessor company’s financial statements contained a provision concerning
uncertainty as to the pre decessor company’s ability to continue as a going concern for the
years ended December 31, 2015 and December 31, 2014 .  Refer to Item 304(a)(1)(ii) of
Regulation S -K.

Shares Eligible For Future Sale, page 61

Lock -up Agreements, page 62

18. Please reconcile your disclosure that your executive officers will have agreed to terms of
a lock -up agreement with your disclosure on page 68 that an agreement regarding a lock -
up has already been entered into.

Mahesh Shetty
SG Blocks, Inc.
March 3, 2017
Page 5

 Consolidated Financial Statements, page F -1

Note 2. Liquidi ty and Financial Condition, page F -7

19. Please revise your registration statement to provide the disclosures required by ASC 852 -
10-50-7(c).  Similar disclosures should be provided in your critical accounting policies in
MD&A, as well as a discussion of your  application of fresh start accounting in
determining the excess of reorganization value over the fair value of identified net assets.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, no twithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the regist ration
statement.

You may contact Dale Welcome (Staff Accountant) at 202-551-3865  or John Cash
(Accounting Branch Chief ) at 202-551-3768  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Frank P igott (Staff Attorney) at 202-
551-3570  or me at 202-551-3729  with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
 Assistant Director
Office of Manufacturing and
Construction

cc: David D. Watson
 Thompson Hine LLP

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February 7, 2012

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Amanda Ravitz, Aslynn Hogue and Geoff Kruczek

Re:
SG Blocks, Inc. (the “Company”)

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

Filed February 3, 2012

File No. 333-178321

To Whom It May Concern:

We acknowledge receipt of the letter of comment dated February 7, 2012 from the Staff (the “Comment Letter”) with regard to the above-referenced matter.  We have reviewed the Comment Letter with SG Blocks, Inc. (“SG Blocks”) and provide the following response on SG Blocks’ behalf.  Concurrently with the filing of this letter, the Company is filing Amendment No. 2 to its Registration Statement on Form S-1 (“Amendment No. 2”).  The page references are to the filed version of Amendment No. 2.  Capitalized terms used herein and not separately defined have the meanings given to them in Amendment No. 2.  Our responses are numbered to correspond to your comments.

Prospectus Summary, page 1

1.

We note your response to prior comment 2 and your revised disclosure on pages 4 and 26.  If you believe that you will not have sufficient cash to fund operations for the next twelve months, as indicated on those pages, please revise to state so directly in your summary.

Response

The Prospectus Summary has been revised to include the requested disclosure.

Exhibit 5.1

2.

With a view toward a clarified opinion, please ask counsel to tell us how it concluded all “the Shares” are validly issued given that the prospectus cover page indicates a portion of the shares will be resold only upon exercise of warrants.  Please also ask counsel to explain the assumption in the penultimate sentence of the second paragraph.  Please refer to section II.B.3.a of Staff Legal Bulletin No. 19, available on our website at http://www.sec.gov/interps/legal/cfslb19.htm.

Response

The opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP has been revised in accordance with the Staff’s comments to clarify that a portion of the shares will be resold only upon exercise of warrants and to delete the penultimate sentence of the second paragraph.

We believe Amendment No. 2 is responsive to the Staff’s comments.  The Company would greatly appreciate it if the Registration Statement could be declared effective by the Staff on or before February 10, 2012.  We confirm that the acceleration request will include the requested acknowledgements.

If you have any questions or request any further information, please contact either the undersigned at (212) 451-2252 or by email at kschlesinger@olshanlaw.com or Johnathan Duncan at (212) 451-2245 or by email at jduncan@olshanlaw.com.

Sincerely,

/s/ Kenneth Schlesinger

Kenneth A. Schlesinger

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SG Blocks, Inc.

400 Madison Avenue, Suite 16C

New York, NY 10017

(646) 747-2423

February 8, 2012

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Amanda Ravitz, Aslynn Hogue, Geoffrey Kruzek

Re:
SG Blocks, Inc.

Registration Statement on Form S-1

File No. 333- 178321

Ladies and Gentlemen:

The undersigned Registrant under the above-referenced Registration Statement hereby requests acceleration of the effective date of the Registration Statement to February 10, 2012 at 2:00 p.m., New York time, or as soon thereafter as practicable.

The Registrant hereby acknowledges that should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Registrant 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 federal securities laws of the United States.

Please contact the Registrant’s counsel, Ken Schlesinger, Esq., at (212) 451-2252 or Johnathan Duncan at (212) 451-2245 if you have any questions.

Very truly yours,

SG BLOCKS, INC.

By:

/s/ Brian Wasserman

Name:
Brian Wasserman

Title:
Chief Financial Officer

February 7, 2012
 Via E-mail

Brian Wasserman Chief Financial Officer SG Blocks, Inc. 400 Madison Avenue, Suite 16C New York, NY 10017
Re: SG Blocks, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 3, 2012
  File No. 333-178321

Dear Mr. Wasserman:
We have limited our review of your registra tion 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 amending your registration statement and providing the
requested information.  Where you do not beli eve 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 amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 Prospectus Summary, page 1

 1. We note your response to prior comment 2 a nd your revised disclosure on pages 4 and
26.  If you believe that you will not have sufficient cash to fund operations for the next twelve months, as indicated on those pages, pl ease revise to state so directly in your
summary.
Exhibit 5.1

2. With a view toward a clarified opinion, please ask counsel to tell us  how it concluded all
“the Shares” are validly issued  given that the prospectus co ver page indicates a portion of
the shares will be resold only upon exercise of  warrants.  Please also ask counsel to
explain the assumption in the penultimate se ntence of the second paragraph.  Please refer
to Section II.B.3.a of Staff Legal Bulle tin No. 19, available on our website at
http://www.sec.gov/interps/legal/cfslb19.htm .

Brian Wasserman SG Blocks, Inc. February 7, 2012 Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Aslynn Hogue at (202)  551-3841 or Geoffrey Kruczek, Senior
Attorney, at (202) 551-3641 with any questions.

Sincerely,
   /s/ Geoff Kruczek for
 Russell Mancuso Branch Chief
  cc (via e-mail): Kenneth A. Schlesinger, Esq.  Olshan Grundman Frome Rosenzweig & Wolosky LLP

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February 3, 2012

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Amanda Ravitz, Aslynn Hogue and Geoff Kruczek

Re:
SG Blocks, Inc. (the “Company”)

Amendment No. 1 to Form S-1

Filed December 5, 2011

File No. 333-178321

To Whom It May Concern:

Concurrently with the filing of this letter, the Company has filed Amendment No. 1 to its Registration Statement on Form S-1 (the “Amendment”).  The Amendment primarily reflects revisions to the initial filing of the Company’s Form S-1 as a result of addressing staff comments to the Form S-1 and the Company’s Current Report on Form 8-K initially filed November 10, 2011 (the “Current Report”).  The Amendment also includes certain other updated information.

Per our discussion with Aslynn Hogue, the Company deferred the filing of the Amendment until all overlapping comments with the Current Report had been resolved.  Now that the overlapping comments have been addressed, the Company would greatly appreciate it if the Registration Statement is declared effective by the Staff during the week of February 6, 2012.

If you have any questions or request any further information, please contact either the undersigned at (212) 451-2252 or by email at kschlesinger@olshanlaw.com or Johnathan Duncan at (212) 451-2245 or by email at jduncan@olshanlaw.com.

Sincerely,

/s/ Kenneth Schlesinger

Kenneth A. Schlesinger

SG Blocks, Inc.

400 Madison Avenue, Suite 16C

New York, NY 10017

February 3, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Amanda Ravitz, Aslynn Hogue, Geoffrey Kruczek

Re:
SG Blocks, Inc.

Form S-1

Filed December 5, 2011, as amended February 3, 2012

File No. 333-178321

Ladies and Gentlemen:

The undersigned, SG Blocks, Inc. (the “Company”), acknowledges that in connection with responding to comments from the Securities and Exchange Commission (the “Commission”) and Commission staff, (a) the Company is responsible for the adequacy and accuracy of the disclosure in the above referenced filing; (b) 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 (c) 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.

Very truly yours,

SG BLOCKS, INC.

By:

/s/ Paul M. Galvin

Paul M. Galvin

Chief Executive Officer

January 30, 2012
 Via E-mail

Brian Wasserman Chief Financial Officer SG Blocks, Inc. 400 Madison Avenue, Suite 16C New York, NY 10017
Re: SG Blocks, Inc.
Form 8-K Filed November 10, 2011
  File No. 000-22563

Dear Mr. Wasserman:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

        S i n c e r e l y ,

        / s /  G e o f f  K r u c z e k  f o r           A m a n d a  R a v i t z            A s s i s t a n t  D i r e c t o r    cc (via e-mail):   Kenneth A. Schlesinger, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP

January 3, 2012
 Via E-mail

Brian Wasserman Chief Financial Officer SG Blocks, Inc. 400 Madison Avenue, Suite 16C New York, NY 10017
Re: SG Blocks, Inc.
Amendment No. 2 to Form 8-K Filed December 20, 2011
  File No. 000-22563

Dear Mr. Wasserman:
We have reviewed your filing and have the following 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 amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Description of Business, page 5

 1. We note your revisions in response to prior comment 2.  However, your disclosure here
continues to indicate that othe r parties store and m odify the containers, contrary to your
disclosure on page 6.  Please revise.
 The SG Buildings Network, page 7

 2. Please expand your response to prior comment 1 to clarify how you concluded the supply
agreement with ConGlobal is not material in its current form, given your disclosure
regarding its “importance” and that ConG lobal appears to be your only source of
containers.

Brian Wasserman SG Blocks, Inc. January 3, 2012 Page 2
 SG Building’s Management’s Discus sion and Analysis . . . , page 8

 3. The table added on page 11 in response to  prior comment 4 appears to merely list
customers and the decrease in revenues you received from them.  It does not, however,
appear to explain the reasons for such decrease s.  Please revise to describe those reasons.

Security Ownership of Certain Benefi cial Owners and Management, page 18

 4. We note the entities added in re sponse to prior comment 5.  Please revise to identify the
natural persons who have or share voting and/or  investment control over the shares held
by Pro-Mall International, Ltd.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 Please contact Aslynn Hogue at ( 202) 551-3841 or Geoff Kruczek, Senior
Attorney, at (202) 551-3641 with any questions.

Sincerely,
   /s/ Geoff Kruczek for
 Amanda Ravitz Assistant Director
  cc (via e-mail):   Kenneth A. Schlesinger, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP

December 15, 2011
 Via E-mail

Brian Wasserman Chief Financial Officer SG Blocks, Inc. 400 Madison Avenue, Suite 16C New York, NY 10017
Re: SG Blocks, Inc.
Registration Statement on Form S-1 Filed December 5, 2011
  File No. 333-178321

Dear Mr. Wasserman:
We have limited our review of your registra tion 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 amending your registration statement and providing the
requested information.  Where you do not beli eve 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 amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 1. Please revise this registration statement to address each of the comments issued on
December 6, 2011 regarding your Form 8-K filed November 10, 2011, as amended November 14, 2011.  When you respond to this le tter, please tell us how you addressed
each of those comments.
 Prospectus Summary, page 1

 2. Please highlight in your summary  your history of net losses since inception and for the
fiscal periods included in  your financial statements.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

Brian Wasserman SG Blocks, Inc. December 15, 2011 Page 2
 possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Aslynn Hogue at (202)  551-3841 or Geoffrey Kruczek, Senior
Attorney, at (202) 551-3641 with any questions.

Sincerely,
   /s/ Geoffrey Kruczek  for
 Amanda Ravitz Assistant Director
  cc (via e-mail):   Kenneth A. Schlesinger, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP

December 6, 2011
 Via E-mail

Brian Wasserman Chief Financial Officer SG Blocks, Inc. 400 Madison Avenue, Suite 16C New York, NY 10017
Re: SG Blocks, Inc.
Form 8-K Filed November 10, 2011, as amended November 14, 2011
  File No. 000-22563

Dear Mr. Wasserman:

We have reviewed your filing and have the following 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 amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 The SG Buildings Network, page 8

 1. Please revise to clarify the nature of your re lationships with ConGlobal Industries and the
Lawrence Group.  For example, are you re quired to purchase a fixed number of
containers each month at a fixed price?  What do you mean by an “in-house architectural
resource,” given that it app ears that Lawrence Group and it s employees are not employed
by you?  Please also file as an exhibi t your supply agreement with ConGlobal.

2. Please reconcile your disclosure on page 6 that  you are a “hands-off supplier” with your
other disclosures regarding the fabricati on, manufacturing, modification and construction
management work you perform.

Brian Wasserman SG Blocks, Inc. December 6, 2011 Page 2

 Forward-Looking Statements, page 21

 3. The safe harbor provisions of the Private Securities Litigation Reform Act are not
applicable to penny stock issuer s.  Accordingly, please revise future filings, as applicable,
to remove references to this act.
 Management’s  Discussion and Analysis…, page 22

 4. Please refer to pages 4-5 in the amende d Form 8-K you filed on November 14, 2011, and
expand to clarify the reasons underlying the ch anges to the line items you mention.  For
example, clarify the material reasons underl ying the significant decline in engineering
and project management revenues.  Please also  clarify why you needed to bid with lower-
than-usual margins to “achieve regulatory approvals.”
 Security Ownership of Certain Benefi cial Owners and Management, page 31

 5. We refer to your disclosures in footnotes 8 and 9 on page 12 of the amended Form 8-K.
In light of the holdings disclosed in footnot e 8, please revise the beneficial ownership
table to reflect Vector Group’s hol dings.  Please also revise to  identify the natural persons
who have or share voting and/or in vestment control over these shares.

Director Independence…, page 43

 6. In light of Mr. Kirkland’s past employment, please tell us how he qualifies as
independent under Nasdaq’s listing standards.
 Exhibits

 7. Please file a complete version of Exhibit 10.6.  We note that multiple exhibits to that
document appear to be missing.  Also, given the reference on page 6 to a subsidiary,
please file the exhibit required by Regulation S-K Item 601(b)(21).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Brian Wasserman SG Blocks, Inc. December 6, 2011 Page 3

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

Please contact Joseph McCann at 202-551-6262 or  Geoff Kruczek, Senior Attorney, at
202-551-3641 with any questions.
 Sincerely,
  /s/ Geoffrey Kruczek for
         R u s s e l l  M a n c u s o          B r a n c h  C h i e f     cc (via e-mail): Kenneth Schlesinger, Esq.
  Olshan Grundman Frome Rosenzweig & Wolosky LLP

October 3, 2011
 Via E-mail

Richard J. Lampen, President and Chief Executive Officer CDSI Holdings, Inc. 100 S.E. Second Street Miami, Florida 33131
Re: CDSI Holdings, Inc.
 Form PREM 14C
Filed August 18, 2011 File No. 000-22563

Dear Mr. Lampen:
We have completed our review of your f iling.  We remind you that our comment or
changes to disclosure in response to our co mment does not foreclos e the Commission from
taking any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ James Lopez (for)

 John Reynolds
Assistant Director

CORRESP
1
filename1.htm

    Unassociated Document

CDSI HOLDINGS INC.

100 S.E. Second Street

Miami, Florida 33131

Phone #: 305-579-8000

September 30, 2011

VIA EDGAR

Mr. John Reynolds

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

RE:

CDSI Holdings Inc. (the "Company")

Form PREM14C originally filed August 18, 2011

(File No. 000-22563)

Dear Mr. Reynolds:

The Company hereby acknowledges the following:

(1)           The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

(2)           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

(3)           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.

Very truly yours,

CDSI HOLDINGS INC.

By:

/s/ J. Bryant Kirkland III

Name: J. Bryant Kirkland III

Title: Vice President, Chief Financial Office and Treasurer

CORRESP
1
filename1.htm

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-1901

 (212) 818-8800

(212) 818-8881

(212) 818-8638

email address

jgallant@graubard.com

September 16, 2011

VIA FEDERAL EXPRESS AND EDGAR

Mr. John Reynolds

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:         CDSI Holdings, Inc.

Form PREM 14C

Filed August 18, 2011

File No. 000-22563

Dear Mr. Reynolds:

On behalf of CDSI Holdings Inc. (“Company”), we respond as follows to the Staff’s comments received on August 31, 2011 relating to the above-captioned Preliminary Information Statement.  Captions and page references herein correspond to those set forth in Amendment No. 1 to the Information Statement, a copy of which has been marked with the changes from the initial filing.  We are also delivering three (3) courtesy copies of such marked Amendment No. 1 to Erin Wilson.  Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

PREM 14C, filed August 18, 2011

1.

We note your Information Statement covers actions taken that appear to involve a merger and require the increase in authorized shares of common stock.  Given the nature of the actions to be taken, it is unclear why your Information Statement does not include Items 11, 13 and 14 of Schedule A, pursuant to Note A of that Schedule.  Please advise or revise.

Securities and Exchange Commission

Page 2

September 16, 2011

We have revised the disclosure in the Information Statement to include the applicable information required by Items 11, 13 and 14 of Schedule A as requested.

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

Very truly yours,

/s/ Jeffrey M. Gallant

Jeffrey M. Gallant

cc:         Mr. Richard J. Lampen

August 31, 2011
 Via E-mail

Richard J. Lampen, President and Chief Executive Officer CDSI Holdings, Inc. 100 S.E. Second Street Miami, Florida 33131
Re: CDSI Holdings, Inc.
 Form PREM 14C
Filed August 18, 2011 File No. 000-22563

Dear Mr. Lampen:
 We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
PREM 14C, filed August 18, 2011

1. We note your Information Statement covers actio ns taken that appear to involve a merger
and require the increase in authorized shares  of common stock.  Given the nature of the
actions to be taken, it is unclear why your Information Statement does not include Items
11, 13 and 14 of Schedule A, pursuant to Note A of that Schedule.  Please advise or
revise.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Richard J. Lampen CDSI Holdings, Inc. August 31, 2011 Page 2

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

You may contact Erin Wilson at (202) 551- 6047 or James Lopez at  (202) 551-3536 with
any other questions.
Sincerely,
   /s/ James Lopez (for)    John Reynolds
Assistant Director