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                             November 29, 2022

       Bin Zhou
       Chief Executive Officer
       Planet Green Holdings Corp.
       36-10 Union St., 2nd Floor
       Flushing, NY 11345

                                                        Re: Planet Green
Holdings Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-3
                                                            Filed November 3,
2022
                                                            File No. 333-259611

       Dear Bin Zhou:

             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 May
20, 2022 letter.

       Amendment No. 2 to Form S-3

       Cover Page

   1.                                                   We note your response
to prior comment two and reissue it in part. Please revise your
                                                        prospectus cover to
clearly disclose how you will refer to the holding company,
                                                        subsidiaries, and VIEs
when providing the disclosure throughout the document. In
                                                        addition, revise the
definitions on pages 1 and 4 for consistency with each other and so
                                                        that it is clear to
investors which entity the disclosure is referencing and which
                                                        subsidiaries or
entities are conducting the business operations. Refrain from using terms
                                                        such as "we" or "our"
when describing activities or functions of a VIE.
 Bin Zhou
FirstName  LastNameBin  Zhou
Planet Green Holdings Corp.
Comapany 29,
November   NamePlanet
               2022    Green Holdings Corp.
November
Page 2     29, 2022 Page 2
FirstName LastName
About this Prospectus
About the Company, page 4

2.       We note your response to prior comment four and reissue it in part.
Please revise the
         definition of "China" and "PRC" on page 4 to remove the Hong Kong
carve-out or revise
         your disclosure throughout, including without limitation your risk
factors, to maintain the
         same consistency of disclosure for China and Hong Kong.
VIE Arrangements, page 7

3.       We note your response to prior comment ten. Please further revise the
statement on page
         8, "The Company is considered the primary beneficiary of Jilin
Chuangyuan and it
         consolidates its accounts as VIEs," to clarify that you are considered
the primary
         beneficiary for accounting purposes and to address your other two
VIEs, Anhui Ansheng
         and Xiangtian Energy.
Financial Information Related to the VIEs, page 9

4.       We note your revisions in response to prior comment 11. Please revise
your consolidating
         schedules to present information for the WFOE as primary beneficiary
in a separate
         column. In addition, please include consolidating schedules for the
year ended and as of
         December 31, 2020.
Cash Flows through Our Organization, page 13

5.       We note your response to prior comment 12 and reissue it in part. In
addition to the
         description of how cash is transferred through your organization,
please quantify the cash
         flows and transfers of other assets by type that have occurred between
the holding
         company, its subsidiaries, and the consolidated VIEs, and direction of
transfer, for at least
         the periods covered by your financial statements. Your disclosure
should make clear if no
         such transfers have been made to date.
6.       We note disclosure regarding potential restrictions on your ability to
transfer cash, for
         example on the prospectus cover and pages 8 and 13 of the prospectus
summary. Please
         additionally address the following:

                In addition to foreign exchange restrictions, describe actual
restrictions with respect
              to the payment of dividends or other transfers of net assets and,
as applicable,
              quantify the amounts subject to such restrictions as of December
31, 2021 and 2020.

                Revise the following sentence as appropriate for consistency
with applicable
              restrictions, "However, as long as we are compliant with the
procedures for approvals
              from foreign exchange authorities and banks in China, the
relevant laws and
              regulations in China do not impose limitations on the amount of
funds that we can
              transfer out of China."
 Bin Zhou
Planet Green Holdings Corp.
November 29, 2022
Page 3
                Disclose, if true, that there can be no assurance the PRC
government will not
              intervene or impose restrictions on the company   s ability to
transfer cash out of
              China.

                Add risk factor disclosure regarding the risks of restrictions
and limitations on your
              ability to distribute earnings from the company, including your
subsidiaries and/or
              the consolidated VIEs, to the parent company and U.S. investors,
as well as the
              ability to settle amounts owed under the VIE agreements.
Recent Regulatory Developement, page 14

7.       We note your revisions in response to prior comment five. However,
your disclosure
         regarding regulatory permissions or approvals required to operate your
business appears to
         be limited to governmental authorities in mainland China, for example
on page 5. Please
         revise to disclose each permission or approval that you, your
subsidiaries, and/or your
         VIEs are required to obtain from Chinese authorities (including Hong
Kong authorities) to
         operate your business. State affirmatively whether you have received
all requisite
         operating permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if you, your
         subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or approvals,
         (ii) inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
8.       Please revise disclosure that indicates no permissions or approvals
are required from
         Chinese authorities (including Hong Kong authorities) to disclose how
you determined
         this. If you relied on counsel, as your disclosure appears to
indicate, identify counsel and
         file an exhibit. If you did not consult counsel, provide an
explanation as to why you did
         not consult counsel. Please expand or revise related risk factors as
appropriate.

General

9.     Please update your disclosure wherever you discuss the HFCA Act to
reflect that on
       August 26, 2022, the PCAOB signed a Statement of Protocol with the China
Securities
       Regulatory Commission and the Ministry of Finance of the PRC to allow
the PCAOB to
FirstName LastNameBin Zhou
       inspect and investigate completely registered pubic accounting firms
headquartered in
Comapany   NamePlanet
       China             Green consistent
              and Hong Kong,    Holdings Corp.
                                          with the HFCA Act, and that the PCAOB
will be
       required
November        to reassess
           29, 2022  Page 3its determinations by the end of 2022.
FirstName LastName
 Bin Zhou
FirstName  LastNameBin  Zhou
Planet Green Holdings Corp.
Comapany 29,
November   NamePlanet
               2022    Green Holdings Corp.
November
Page 4     29, 2022 Page 4
FirstName LastName
       Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at
202-551-3397 with
any questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of
Manufacturing
cc:      Steven Glauberman