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                             April 19, 2024

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

                                                        Re: Sow Good Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed on April 16,
2024
                                                            File No. 333-277042

       Dear Claudia Goldfarb:

            We have reviewed your amended 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.
Unless we note otherwise,
       any references to prior comments are to comments in our April 9, 2024
letter.

       Amendment No. 2 to Form S-1 filed April 16, 2024

       General

   1.                                                   Please update
disclosure throughout your registration statement regarding the number of
                                                        outstanding securities
to reflect information as of the date of your prospectus. For
                                                        example, on page 9 you
provide the number of outstanding stock as of December 31, 2023
                                                        and on page 79 you
provide the number of outstanding stock as of April 15, 2024.
   2.                                                   We note that your
registration statement includes some exhibits have not yet been filed.
                                                        Please provide all
missing information, including exhibits, in your next amendment, or tell
                                                        us when you intend to
do so. Please also confirm your understanding that the staff will
                                                        need sufficient time to
review this information, and we may have additional comments at
                                                        that time.
 Claudia Goldfarb
Sow Good Inc.
April 19, 2024
Page 2
Prospectus Summary
Recent Developments, page 4

3.    We note you issued common stock in a private placement offering ("2024
PIPE") on
      March 28, 2024 at a price of $7.25 per share. We also note that the
closing price of your
      stock, on the same date, was $10.50. Please explain to us how you
determined the fair
      value of the common stock in the 2024 PIPE (i.e., $7.25). In your
response, discuss how
      you considered your market activity (i.e., stock price, trading volume,
etc.) and provide us
      with the authoritative guidance you used to support your accounting
treatment.
4.    We note you entered into warrant exercise agreements (the "Warrant
Exercise
      Transaction") on April 15, 2024 where you agreed to amend certain
existing promissory
      notes resulting in a reduction to the principal amounts of debt owed, as
well as the
      issuance of 2,186,250 shares of common stock. Please address the
following items.
          Provide us with a thorough analysis of the Warrant Exercise
Transaction and tell us
          the specific authoritative guidance you used to support your
accounting treatment.
          We refer to the first sentence on page 5 where you disclose "The net
result of the
          Warrant Exercise Transaction...". Expand your disclosure to provide a
more granular
          discussion of the transaction and the impact on each of your
financial statements,
          differentiating the accounting treatment for the debt modification
and the warrant
          modification.
Dilution, page 40

5.    Please provide to us supplementally your computations of historical net
tangible book
      value (deficit), pro forma net tangible book value, and pro forma as
adjusted net tangible
      book value, as discussed in the paragraphs preceding the dilution table.
       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
April 19, 2024 Page 2
cc:       Drew Valentine
FirstName LastName