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                             January 30, 2023

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

                                                        Re: Canopy Growth
Corporation
                                                            Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed January 17,
2022
                                                            File No. 001-38496

       Dear David Klein:

              We have reviewed your filing 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.

       Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A

       Letter to Shareholders, page i

   1.                                                   We refer to prior
comment 7. Please revise your letter to shareholders to 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.
   2.                                                   We note your revised
disclosures in response to prior comment 2. With reference to your
                                                        disclosure at the
bottom of page 30, please revise the letter to shareholders to provide
                                                        context by explaining
that if the acquisitions are undertaken, the United States Department
                                                        of Justice could allege
that Canopy, its Board and potentially its Shareholders    aided and
                                                        abetted    violations
of U.S. federal law.
 David Klein
FirstName  LastNameDavid
Canopy Growth   CorporationKlein
Comapany
January 30,NameCanopy
            2023        Growth Corporation
January
Page 2 30, 2023 Page 2
FirstName LastName
Structure of Canopy USA, page 19

3.       We note your response to prior comment 9. Please file the Operating
Agreement prior to
         the meeting date and revise the proxy statement to identify the
Managing Member of VCo
         Ventures.
General

4.       We note your revised disclosures in response to prior comment 14.
Based on your
         disclosure on page ii and your response, it appears that there is a
reasonable likelihood
         that your common stock will be delisted from Nasdaq if you pursue the
transaction as
         structured and there is no indication that another national securities
exchange would list
         the securities. Accordingly, we reissue prior comment 14.

         With regard to the last paragraph of your response, we note that your
proxy statement
         does not discuss a plan to restructure the transaction to avoid Nasdaq
delisting and instead
         contemplates that you would likely begin quotation on the OTCQX Best
Market. To the
         extent that your plan is to restructure the transaction to avoid
Nasdaq delisting, then please
         substantially revise the proxy statement to explain the amended
transaction structure,
         including your amended interest in Canopy USA and the revised terms of
the Protection
         Agreement and the Canopy USA operating agreement. Also, disclose
whether you have
         discussed the revised structure with Nasdaq. With reference to Comment
28 from our
         November 22, 2022 letter, please note that we may have additional
comments once we see
         your revised proxy disclosure.
        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.

       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,

                                                                Division of
Corporation Finance
                                                                Office of Life
Sciences
cc:      Yariv Katz