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                             March 8, 2024

       Claudia Goldfarb
       Chief Executive Officer
       Sow Good Inc.
       1440 N. Union Bower Rd.
       Irving, Texas 75061

                                                        Re: Sow Good Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed on February
13, 2024
                                                            File No. 333-277042

       Dear Claudia Goldfarb:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Form S-1 filed February 13, 2024

       General

   1.                                                   Please tell us whether
you will be deemed to be a    controlled company    under the Nasdaq
                                                        listing rules. If so,
please additionally disclose on the prospectus cover and in the
                                                        summary (i) the percent
voting power that the controlling stockholder will hold after
                                                        completion of the
offering and (ii) whether you intend to take advantage of the controlled
                                                        company exemptions
under the Nasdaq rules.
   2.                                                   We note disclosure
throughout the registration statement that Sow Good Inc. will be
                                                        reincorporated to the
State of Delaware prior to effectiveness of this prospectus. We also
                                                        note in your Form 8-K
filed on February 22, 2024, that the reincorporation occurred on
                                                        February 15, 2024.
Please update the disclosure through out to indicate the current status
                                                        of the incorporation of
the Company.
 Claudia Goldfarb
FirstName
Sow Good LastNameClaudia Goldfarb
           Inc.
Comapany
March      NameSow Good Inc.
       8, 2024
March2 8, 2024 Page 2
Page
FirstName LastName
Cover Page

3.       Disclose whether your offering is contingent upon final approval of
your NASDAQ listing
         on your cover page. Please ensure the disclosure is consistent with
your underwriting
         agreement.
4.       To the extent you intend to proceed with your offering if your NASDAQ
listing is
         denied, revise your cover page to indicate that the offering is not
contingent on
         NASDAQ approval of your listing application and that if the shares are
not approved for
         listing, you may experience difficulty selling your shares. Include
risk factor disclosures
         to address the impact on liquidity and the value of shares.
Summary
Recent Developments, page 5

5.       Please update the disclosure in this section to reflect the finalized
financial results for
         December 31, 2023.
Non-GAAP Financial Measures, page 12

6.       We note exclude a $1.9 million inventory write-down that occurred
during the nine
         months ended September 30, 2023 to arrive at your non-GAAP measure of
Adjusted
         EBITDA. As it appears this write down was the result of your pivot
away from non-candy
         freeze dried products to better selling candy products, it is not
clear to us how you
         determined this non-GAAP adjustment is appropriate and consistent with
the requirements
         of Question 100.01 of the Division of Corporation Finance   s
Compliance & Disclosure
         Interpretations on Non-GAAP Financial Measures. Although this
inventory-write off may
         be unusual due to its size, based on the nature of this adjustment and
your business, it
         appears to us that risks related to inventory are normal operating
expenses that arise in the
         ordinary course of your business. Please revise to remove this
adjustment.
Risk Factors
We rely on a small number of suppliers to provide our raw materials for some of
our treats, and
our supply, page 17

7.       We note your disclosure on page 18 stating that "three key suppliers,
Redstone Foods,
         Albanese and Guangdong accounted for approximately 75% of our total
raw material and
         packaging purchases." Please describe the material terms of your
arrangements
         with suppliers, and file any material contract as an exhibit to your
registration statement
         pursuant to Item 601(b)(10) of Regulation S-K.
8.       Please discuss whether supply chain disruptions materially affect your
outlook or business
         goals. Specify whether these challenges have materially impacted your
results of
         operations or capital resources and quantify, to the extent possible,
how your sales, profits,
         and/or liquidity have been impacted.
 Claudia Goldfarb
FirstName
Sow Good LastNameClaudia Goldfarb
           Inc.
Comapany
March      NameSow Good Inc.
       8, 2024
March3 8, 2024 Page 3
Page
FirstName LastName
Fluctuations in various food and supply, transportation and shipping costs
could adversely affect
our operating results., page 21

9.       Please update your disclosure in future filings to identify actions
planned or taken, if any,
         to mitigate inflationary pressures.
Use of Proceeds, page 41

10.      We note your disclosure that you expect to use a portion of the net
proceeds to repay
         outstanding indebtedness. Please revise to disclose in this section
the amount of proceeds
         that you intend to use for repayment of debt. Also, disclose the
interest rates and maturity
         dates of the debt. To the extent the debt was incurred within one
year, describe the use of
         proceeds of such indebtedness. Refer to Instruction 4 to Item 504 of
Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
49

11.      We note your use of industry and market data in this section of your
prospectus. Please
         provide us with supplemental support, or in the alternative provide
citations that include
         the names and dates of third party studies or reports, if any, for all
statements that utilize
         industry or market data or relate to your competitive position within
your industry. To the
         extent that you commissioned any of the third-party data that you cite
in the prospectus,
         also provide the consent of the third-party in accordance with Rule
436.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 60

12.      We note your risk factor disclosure regarding you operations in
foreign countries. We
         also note your disclosure that you have entered into co-manufacturing
arrangements in
         China and Colombia to provide additional freeze drying capacity and
are planning to
         expand your manufacturing facilities in Monterrey, Mexico. Given the
significance of
         your foreign operations, please revise future disclosures to quantify
the amount of cash
         and cash equivalents held in foreign jurisdictions as of the most
recent period end, and
         address the potential impact on your liquidity of holding cash outside
the U.S., if material.
Critical Accounting Policies and Estimates
Revenue Recognition, page 65

13.      We note that you sell your product directly to retailers and to
wholesale customers. Tell us
         your consideration for disclosure of disaggregated revenue information
based on the types
         of customers you sell to and/or geographic region. Please refer to ASC
606-10-50-5.
Principal Stockholders, page 94

14.      We note in the footnotes to the Principal Stockholders table
references to stock options
         and warrants exercisable within 60 days of September 30, 2023. Please
update the current
 Claudia Goldfarb
Sow Good Inc.
March 8, 2024
Page 4
       outstanding stock amounts and beneficial ownership table as of the most
recent date
       practicable.
Shares Eligible for Future Sale, page 99

15.    Disclosure on page 99 indicates "we have been approved to list our
common stock listed
       on the Nasdaq Capital Market." However, elsewhere disclosure indicates
that you have
       applied for Nasdaq listing but not yet been approved. Please revise to
fix the
       inconsistency.
Exhibits

16.    Please file material contracts required by Item 601(b)(10) of Regulation
S-K as exhibits to
       your registration statement. In this regard, we note references to
co-manufacturing
       contractual agreements and lock-up agreements.
        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 Charles Eastman at 202-551-3794 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with any
other questions.



                                                            Sincerely,
FirstName LastNameClaudia Goldfarb
                                                            Division of
Corporation Finance
Comapany NameSow Good Inc.
                                                            Office of
Manufacturing
March 8, 2024 Page 4
cc:       Drew Valentine
FirstName LastName