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