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                               May 28, 2020

       Robert Lavan
       Chief Financial Officer
       Turning Point Brands, Inc.
       5201 Interchange Way
       Louisville, KY 40229

                                                        Re: Turning Point
Brands, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed May 15, 2020
                                                            File No. 333-238313

       Dear Mr. Lavan:

              We have limited our review of your registration 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. 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.

       Registration Statement on Form S-4 filed May 15, 2020

       Background of the Merger, page 40

   1.                                                   We note the disclosure
that Duff & Phelps provided the special committee with its
                                                        financial analysis and
a fairness opinion. Please revise to disclose the information
                                                        required by Item 4(b)
of Form S-4 and include the opinion as an exhibit, as required by
                                                        Item 21(c) to Form S-4.
Please also file the consent of Duff & Phelps as an exhibit.
       Interests of SDI Directors and Executive Officers in the Merger, page 52

   2.                                                   Please revise to
quantify the interests of each of SDI's directors and executive officers in
                                                        the merger.
 Robert Lavan
FirstName LastNameRobert Lavan
Turning Point Brands, Inc.
Comapany NameTurning Point Brands, Inc.
May 28, 2020
May 28, 2020 Page 2
Page 2
FirstName LastName
Exclusive Forum, page 134

3.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action." We also note your disclosure that, to the fullest extent
permitted by law, this
         exclusive forum provision will apply to state and federal law claims,
including claims
         under the federal securities laws, notwithstanding that Exhibit 3.2
does not appear to
         specifically include such claims. We note that Section 27 of the
Exchange Act creates
         exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
         by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder. If the provision applies to Securities Act and
Exchange Act
         claims, please also revise your prospectus to state that investors
cannot waive compliance
         with the federal securities laws and the rules and regulations
thereunder, not merely that
         they will not be "deemed to have waived" compliance with the federal
securities laws.
         Please also revise your disclosure beginning on page 15 to clearly
describe the provision,
         and the risks to investors, such increased costs to bring a claim,
that the provision may
         discourage claims or limit investors' ability to bring a claim in a
forum they find favorable
         and any uncertainty about the enforceability of the provision.
        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 Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal
Branch Chief, at
(202) 551-3397 with any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Manufacturing
cc:      Christopher A. Carlisle