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                             December 27, 2022

       David Klein
       Chief Executive Officer
       Canopy Growth Corporation
       1 Hershey Drive
       Smiths Falls, Ontario, K7A 0A8

                                                        Re: Canopy Growth
Corporation
                                                            Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed December 12,
2022
                                                            File No. 001-38496

       Dear David Klein:

              We have reviewed your December 12, 2022 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
       November 12, 2022 letter.

       Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

       Letter to Shareholders, page i

   1.                                                   Revise the second
paragraph of the Overview section of the letter to clarify what it means
                                                        to    accelerate entry
into the U.S. Cannabis market.    With reference to your disclosures on
                                                        pages 13, 26 and
elsewhere, please revise to explain that the newly formed Canopy USA
                                                        entity would acquire
U.S. cannabis businesses that engage in the cultivation, processing
                                                        and/or distribution of
cannabis in the United States, which violates U.S. federal laws.
   2.                                                   We note your revised
disclosure in response to prior comment 2 and reissue the comment
                                                        with respect to the
purpose(s) of the new class of Exchangeable Shares. Clarify why it is
                                                        important to give all
Canopy shareholders the opportunity to    self-assess their level of
                                                        comfort with the
Company   s exposure to the United States cannabis market.    With
                                                        reference to the
disclosure in the second paragraph on page 27, it is unclear whether the
 David Klein
FirstName LastNameDavid
Canopy Growth   CorporationKlein
Comapany27,
December  NameCanopy
              2022      Growth Corporation
December
Page 2    27, 2022 Page 2
FirstName LastName
         new class of securities is designed to reduce legal risks to
shareholders.
3.       Please revise the third paragraph of the Overview to explain why it is
prudent to provide
         institutional shareholders, such as Constellation, with the option to
convert their Shares
         into Exchangeable Shares. With reference to your response to prior
comment 26, please
         identify the    regulatory compliance    sought by Constellation and
the    regulatory reasons
         that might force a Canopy shareholder to divest their equity interest
in the company. In
         this regard, it should be clear whether institutional shareholders
face different or enhanced
         risks as compared to retail investors.
4.       We note your responses to prior comments 6 and 26. Please clarify your
disclosure in the
         third paragraph of the Overview section by explaining, if true, that
Nasdaq has stated its
         objection to your plan to consolidate the financial results of Canopy
USA in the event that
         Canopy USA closes on the acquisition of Wana, Jetty or the Fixed
Shares of Acreage
         because listed companies that consolidate revenues from activities
that violate federal law
         cannot continue to list on Nasdaq. Given that these acquisitions are
conditioned on
         shareholder approval of the Amendment Proposal, highlight that
shareholder approval of
         the Amendment Proposal could facilitate the delisting of your common
shares from
         Nasdaq and describe briefly the negative consequences resulting from
such delisting.
5.       We note references to your    interpretation of U.S. law    in the
third and fourth paragraphs
         of the Overview section of the letter; however, you do not state
clearly your interpretation
         or explain how that interpretation relates to the steps you are taking
and the decisions that
         shareholders will make when voting on the Amendment Proposal and
determining
         whether to convert their common shares to exchangeable shares.
6.       Please revise the disclosure at the bottom of page i and top of page
ii to explain briefly the
         degree of control that Canopy will have over the Canopy USA entity and
its US cannabis
         operations. With reference to your response to prior comment 28 and
your disclosure on
         page 18, please explain that Canopy has power over Canopy USA even
though Canopy
         does not have the ability to direct the business operations or
activities of Canopy USA
         while it holds Non-Voting Shares. Clarify that Canopy USA managers do
not have any
         fiduciary duties to the Canopy shareholders.
7.       We re-issue prior comment 4. We note your statements here and
elsewhere that this
         strategy will enable you to realize value in the near term. We further
note your disclosure
         elsewhere that Canopy's Non-Voting Shares of Canopy USA do not carry
voting rights,
         rights to receive dividends or other rights. Please revise your
disclosure here and
         throughout, where appropriate, to further explain how this strategy
will enable you to
         realize value in the near term. Also, explain how the disclosure is
consistent with your
         disclosure that you will have "no economic interest" in Canopy USA. In
your revisions,
         please also explain whether Canopy USA will have the ability to
dividend funds to
         Canopy while the Non-Voting Share structure is in place, and whether
Canopy will have
         the ability or obligation to provide funds to Canopy USA.
8.       We re-issue prior comment 5. We note your statements here and
throughout your
 David Klein
FirstName LastNameDavid
Canopy Growth   CorporationKlein
Comapany27,
December  NameCanopy
              2022      Growth Corporation
December
Page 3    27, 2022 Page 3
FirstName LastName
         document describing the highlights and potential benefits of your
strategy. Please clearly
         clarify throughout whether you believe you can realize the benefits of
this strategy while
         cannabis remains federally illegal in the U.S.
Structure of Canopy USA, page 17

9.       We note your responses to prior comments 19 and 23. Please provide us
copies of the
         Protection Agreement and the Canopy USA Operating Agreement.
Reasons for the Transaction and Recommendation of the Board, page 22

10.      We note your response to prior comment 24. Please revise to present
net income (loss). To
         the extent that gross profit is a non-GAAP measure, please either
remove this measure or
         provide a reconciliation.
Exchangeable Shares, page 24

11.      Please revise to disclose whether the Exchangeable Shares will be
certificated and
         whether holders can sell or transfer them.
Cannabis is a controlled substance in the United States..., page 26

12.      Your disclosure indicates that you believe that Canopy    currently
complies with all
         applicable laws and regulations. Please expand the risk factor
disclosure to clarify in the
         event that Canopy USA acquires the U.S. entities whether you believe
(i) Canopy would
         continue to comply with all applicable laws and regulations and (ii)
Canopy USA would
         comply with all applicable laws and regulations.
Risk Factors Relating to the Amendment Proposal, page 26

13.      We note the disclosure on page i explaining that the reorganization
provides an    economic
         and voting barrier    between: (i) Canopy and Canopy USA and (ii)
Canopy shareholders
         and Canopy USA. We also note your reference to a    protective layer
 on pages ii and 22.
         With a view to disclosure, please tell what basis, if any, there is to
believe that the
         economic and voting barriers will reduce legal risk to (i) Canopy and
(ii) Canopy holders
         who elect to convert their common shares into exchangeable shares. In
your response,
         please discuss relevant laws and legal precedent.
General

14.      We note your response to prior comment 26. However, we do not agree
with your
         conclusion that Rule 13e-3 does not apply to the Amendment Proposal.
In this regard,
         both 13e-3(a)(3)(i)(C) and 13e-3(a)(3)(ii)(B) are applicable.
Accordingly, please comply
         with all requirements of Rule 13e-3, including the filing of a
Schedule 13E-3. In addition,
         we note that safe harbor protections for forward-looking statements
contained in the
         federal securities laws do not apply to statements made in connection
with Rule 13e-3
         transactions. Refer to Question 117.05 of the Going Private
Transactions, Exchange Act
 David Klein
Canopy Growth Corporation
December 27, 2022
Page 4
      Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations
(January 26,
      2009) available at www.sec.gov. Please revise your disclosure on pages
1-2 accordingly.
15.   We note your response to prior comment 29. However, we do not agree that
Item 13 and
      Item 14 information with respect to the Wana and Jetty acquisitions is
inapplicable to
      these circumstances. Please note that the situation described in Note A
of Schedule 14A is
      presented as an example only; it is not intended to limit the extent to
which Note A may
      apply. In this regard, Note A's application is not limited to
circumstances where the
      approval is required to consummate the acquisition. Rather, it applies
when the matter to
      be acted on involves other matters with respect to which information is
called for by other
      items in Schedule 14A. Here, your disclosure indicates that shareholder
approval of the
      Amendment Proposal is expected to enable Canopy USA to acquire Jetty and
Wana,
      which directly implicates Item 13 and Item 14. Accordingly, please revise
to provide all
      information required by Item 13 and Item 14 of Schedule 14A for these
acquisitions.
16.   Please provide us with your detailed legal analysis why the offer and
sale of the
      Exchangeable Shares are not required to be registered under the
Securities Act.
       You may contact Tara Harkins at 202-551-3639 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alan Campbell at 202-551-4224 or Joe McCann at 202-551-6262 with any
other
questions.



                                                            Sincerely,
FirstName LastNameDavid Klein
                                                            Division of
Corporation Finance
Comapany NameCanopy Growth Corporation
                                                            Office of Life
Sciences
December 27, 2022 Page 4
cc:       Yariv Katz
FirstName LastName