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                             May 2, 2023

       Jeremy Frommer
       Chief Executive Officer
       Creatd, Inc.
       419 Lafayette Street, 6th Floor
       New York, NY 10003

                                                        Re: Creatd, Inc.
                                                            Form 8-K/A
                                                            Filed April 7, 2023
                                                            File No. 001-39500

       Dear Jeremy Frommer:

              We have reviewed your April 7, 2023 response to our comment
letter 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       March 6, 2023 letter.

       Form 8-K/A filed April 7, 2023

       General

   1.                                                   We note your response
to comment 1, including your disclosure regarding risks and
                                                        uncertainties dual
listing on Upstream and reissue in part. Please revise your filing to
                                                        disclose the risks and
uncertainties associated with listing on this exchange specifically
                                                        addressing the risk
associated with listing on an exchange regulated under the laws of the
                                                        Seychelles, which may
differ from regulations and regulatory environments in countries
                                                        such as the U.S.,
Canada and the U.K., for example. Additionally, please address the risks
                                                        and uncertainties
associated with Upstream as a new and novel technology and
                                                        uncertainty regarding
its efficacy and efficiency.
 Jeremy Frommer
FirstName
Creatd, Inc.LastNameJeremy Frommer
Comapany
May  2, 2023NameCreatd, Inc.
May 2,
Page 2 2023 Page 2
FirstName LastName
2.       We note your response to comment 2, which we reissue in part. In your
next filing, please
         provide a materially complete description of the tokenized shares and
the process by
         which shareholders exchange their common shares for the tokenized
shares, including the
         entire lifecycle from the initial exchange of common shares for
tokenized shares through
         the exchange back into common shares. Provide a detailed explanation
of how such
         securities are the same as the issued and outstanding shares of common
stock already
         registered, as well as how such shares compare in regards to
transferability and the role of
         the transfer agent, whether on Upstream or otherwise.

         In your disclosure, please explain the role of MERJ Depository and
Registry Limited and
         how it interacts with the company   s U.S. transfer agent. Please also
explain what you
         mean by the statements that MERJ Depository will    manage    the
tokenized securities as
         prescribed in an agreement with the company and pursuant to certain
rules. Additionally,
         explain the legal relationship between MERJ Depository and
shareholders who deposit
         their shares with MERJ Dep., including the relevant governing law.
Please also explain
         the rights of such shareholders in the event of a liquidation or
dissolution of MERJ
         Depository. Further, please compare the legal rights of such
shareholders with
         shareholders who own their shares in either book-entry form or on
deposit with a U.S.
         broker, including the various protections afforded such shareholders
under applicable law.
         Finally, please add risk factor disclosure addressing the risks to
shareholders arising from
         any difference in such rights and protections.
3.       After reviewing your response to comment 2, it is unclear how
ownership of tokenized
         securities, initially and in connection with resales, will be
recorded. Please clarify how the
         tokenized securities will be held on the books and records of the
transfer agent (i.e., in the
         name of MERJ Depository or in the name of the individual
shareholders). Please also
         clarify whether and, if so, how subsequent resales of the tokenized
securities on the
         Upstream platform will be reflected on the books and records of the
transfer agent or if all
         such transfers will be records solely on the books and records of MERJ
Depository.
         Finally, based on your responses to the foregoing, please clarify how
the    lost certificate
         process will work in the context of the tokenized securities, in
particular if the tokenized
         securities will be held in the name of the MERJ Depository on the
books and records of
         the transfer agent.
4.       We reissue comment 2 in part. With regard to how "tokenized equity" is
held on
         Upstream, please clarify whether the tokenized securities will be held
through a
         shareholder's wallet or in an omnibus wallet.
5.       We also note the statement in your response to comment 2 that
shareholders may also
            elect to hold their shares with various depositories, including
book entry with a transfer
         agent, deposited with CEDE & Co. or with MERJ Dep.    Please clarify
how these
         securities would be held if not deposited with one of the
depositories. For example, does
         the company continue to use paper certificated shares?
 Jeremy Frommer
FirstName
Creatd, Inc.LastNameJeremy Frommer
Comapany
May  2, 2023NameCreatd, Inc.
May 2,
Page 3 2023 Page 3
FirstName LastName
6.       Further, in response to comment 2, you state that the Upstream
technology will reject
         securities buy orders from cryptographic keypairs that, pursuant to
their KYC review,
         come from U.S. persons. You further state that no securities buy
orders are accepted
         without a user having successfully undergone the Upstream KYC review
process. In your
         next filing, please describe in greater detail the KYC policies and
procedures of Upstream.
         In responding to this comment, please disclose and clarify the extent
to which such KYC
         policies and procedures involve self-certification or IP address
monitoring.
7.       We note your response to comment 3. With a view toward disclosure,
please clarify
         whether holders of the tokenized shares will receive dividend, voting
and other rights
         associated with ownership of the company   s common stock and, if so,
explain how they
         are entitled to these rights, whether by contract and/or applicable
law. Please also clarify
         whether such holders have the right to receive confirmations, proxy
statements and other
         documents required by law to be provided to the holders of the company
  s common stock.
         Finally, please clarify whether there are any rights or preferences to
which holders of
         tokenized shares are not entitled. While we note that the company is
not currently
         planning to offer digital dividends to shareholders, the response
letter stated that    [i]n the
         event any digital dividend or coupon/reward is to be issued, all
shareholders of record of
         the Company would be entitled to the dividend or coupon/reward...
Please include this
         disclosure in your next filing.
8.       We note your response to comment 4. In your next filing, please
include risk factor
         disclosure addressing the discrepancies that could result between the
trading prices of
         common shares on the OTCQB and the tokenized shares on Upstream,
whether resulting
         from different liquidity in the markets or otherwise.
9.       We note your response to comment 5. In your next filing, please
disclose what
         information is publicly available about the trading activity that
occurs on Upstream and, in
         particular, what information holders of common shares would have about
the trading on
         Upstream before making a decision to exchange their common shares for
tokenized
         shares.
10.      We note your response to comment 6, including the revisions made in
your Form 8-K/A
         regarding the limitations on U.S. investors from buying or selling
shares on the Upstream
         secondary market. In you next filing, please revise this disclosure
with an eye towards
         clarity to plainly explain the limitations on U.S. investors from
buying or selling shares on
         Upstream, including the ability for those U.S. investors that
previously deposited shares
         on Upstream to have such shares returned to the company's transfer
agent to complete a
         sale.
 Jeremy Frommer
FirstName
Creatd, Inc.LastNameJeremy Frommer
Comapany
May  2, 2023NameCreatd, Inc.
May 2,
Page 4 2023 Page 4
FirstName LastName
11.      We note your response to comment 7. Please revise your disclosure to
expand your
         discussion to provide your full legal analysis clearly addressing each
element of the
         Howey Test. Further, please revise your disclosure to discuss the risk
that the federal
         securities law may apply to the distributions of the digital
collectible NFTs, including
         addressing the risks related to a potential violation of Section 5 of
the Securities Act of the
         interpretation or enforcement of the law and regulations regarding
NFTs change or if you
         erroneously conclude that your NFTs are not securities.
       Please contact Kate Beukenkamp at 202-551-3861 or Dietrich King at
202-551-8071
with any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Trade
& Services
cc:      Scott Linsky