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