United States securities and exchange commission logo





                               November 15, 2022

       Grigorios Siokas
       Chief Executive Officer
       Cosmos Holdings Inc.
       141 West Jackson Blvd, Suite 4236
       Chicago, IL 60604

                                                        Re: Cosmos Holdings
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed on November
7, 2022
                                                            File No. 333-267550

       Dear Grigorios Siokas:

             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.

       Amendment No. 1 to Form S-3

       General

   1.                                                   Please file a legal
opinion that covers the $50 million in common stock, preferred stock,
                                                        warrants, units and
subscription rights being registered as part of the shelf transaction
                                                        pursuant to the base
prospectus. Also file a legal opinion that covers the $50 million in
                                                        common stock being
registered as part of the Sales Agreement transaction pursuant to the
                                                        Sales Agreement
prospectus.
   2.                                                   Revise the filing fee
table to cover the $50 million in securities being offered in the shelf
                                                        offering and the $50
million in securities being offered in the Sales Agreement offering.

   3.                                                   Revise your filing,
including on pages 1 and S-1, to clarify, if true, that the 21,297,788
 Grigorios Siokas
Cosmos Holdings Inc.
November 15, 2022
Page 2
         shares of common stock that you anticipate offering in the near-term
are being
         offered pursuant to the Sales Agreement.
       Please contact Janice Adeloye at 202-551-3034 or Lilyanna Peyser at
202-551-3222 with
any other questions.



FirstName LastNameGrigorios Siokas                           Sincerely,
Comapany NameCosmos Holdings Inc.
                                                             Division of
Corporation Finance
November 15, 2022 Page 2                                     Office of Trade &
Services
FirstName LastName