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                            January 23, 2023

       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. 4 to
Registration Statement on Form S-3
                                                            Filed January 17,
2023
                                                            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
December 9, 2022, letter.

       Amendment No. 4 to Form S-3

       General

   1.                                                   Your response to prior
comment 1 does not address our comment and we reissue the
                                                        comment. Please add the
following disclosure regarding operating permissions or
                                                        approvals:

                                                              Disclose each
permission or approval that you, your subsidiaries, your WFOE, 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
 Bin Zhou
Planet Green Holdings Corp.
January 23, 2023
Page 2
           approvals and whether any permissions or approvals have been denied.

             Describe the consequences to you and your investors if you, your
subsidiaries,
           WFOE, or the VIEs: (i) do not receive or maintain such operating
permissions or
           approvals, (ii) inadvertently conclude that such operating
permissions or approvals
           are not required, or (iii) applicable laws, regulations, or
interpretations change and
           you are required to obtain such operating permissions or approvals
in the future.

             If your revised disclosure indicates no operating permissions or
approvals are
           required from Chinese authorities (including Hong Kong authorities),
then
           additionally disclose how you determined this. If you relied on
counsel, 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.
2.    We note revised disclosure on page 7 that indicates one of your three
VIEs, Anhui
      Ansheng, was terminated as of December 16, 2022. Please update your
disclosure
      throughout to reflect this termination; for example, and without
limitation, the statement
      that, "As of the date of this prospectus, we currently have three VIEs
under its structure:
      (1) Jilin Chuangyuan, (2) Anhui Ansheng, and (3) Xiangtian Energy . . .
.." Additionally
      update Exhibit 21.1 to reflect your current structure.
3.    We note the change in your auditor reported on the Form 8-K filed on
December 20,
      2022. Please revise accountant-specific disclosure to refer both to your
prior auditor and
      to your current auditor. For instance, and without limitation, disclose
whether your
      current auditor (in addition to your past auditor) is subject to the
determinations
      announced by the PCAOB on December 16, 2021.
       Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at
202-551-3397 with
any questions.



                                                             Sincerely,
FirstName LastNameBin Zhou
                                                             Division of
Corporation Finance
Comapany NamePlanet Green Holdings Corp.
                                                             Office of
Manufacturing
January 23, 2023 Page 2
cc:       Steven Glauberman
FirstName LastName