Mailstop 3561
                                                                February 11,
2019


    Aaron LoCascio
    Chief Executive Officer
    Greenlane Holdings, Inc.
    6501 Park of Commerce Boulevard, Suite 200
    Boca Raton, Florida 33487

            Re:    Greenlane Holdings, Inc.
                   Amendment No. 3 to Draft Registration Statement on Form S-1
                   Submitted January 18, 2019
                   CIK No. 0001743745

    Dear Mr. LoCascio:

           We have reviewed your draft 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 providing the requested information
and either submitting
    an amended draft registration statement or publicly filing your
registration statement on
    EDGAR. 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 the information you provide in response to these
comments and your
    amended draft registration statement or filed registration statement, we
may have additional
    comments.

    Prospectus Summary

    Recent Private Financing, page 11

        1. We note your disclosure that the convertible promissory notes will
automatically settle
           into shares of Class A common stock in connection with the closing
of this offering at a
           settlement price equal to 80% of the initial public offering price.
We also note your
           disclosure that in connection with the sale of such convertible
promissory notes, you have
           agreed with each purchaser of at least $5 million principal amount
of the notes, that the
           underwriters will provide such noteholders the option to purchase
additional shares of
           Class A common stock in this offering. Please revise your disclosure
on page 12 to
           include the number of shares of Class A common stock to be issued if
the holders of at
           least $5 million principal amount of the notes, purchase additional
shares of Class A
 Aaron LoCascio
Greenlane Holdings, Inc.
February 11, 2019
Page 2

         common stock in this offering. In this regard, we note that you have
only included a
         placeholder for the shares of Class A common stock to be issued
pursuant to the
         settlement price of 80% of the initial public offering price.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations

Comparison of Nine Months Ended September 30, 2018 and 2017

Net Sales, page 95

      2. We note your explanation of several factors that explain why net sales
increased in the
         nine months ended September 30, 2018 as compared to the comparative
period. The
         increases attributed to the addition of new product lines and the new
distribution
         agreements with key suppliers do not fully explain the entire
increase. Please describe
         the material reasons for all portions contributing to the increase. If
your disclosure
         regarding the increase in the number of sales representatives is
intended to explain the
         rest of the increase, please address how the increase in sales
representatives quantitatively
         impacted net sales.

        You may contact Lisa Sellars, Staff Accountant, at (202)551-3348 or
James Allegretto,
Senior Assistant Chief Accountant, at (202)551-3849 if you have questions
regarding comments
on the financial statements and related matters. Please contact Jennifer L pez,
Staff Attorney, at
(202)551-3792, Lilyanna Peyser, Special Counsel, at (202)551-3222 or me at
(202)551-3720
with any other questions.


                                                               Sincerely,

                                                               /s/ Lilyanna
Peyser for

                                                               Mara L. Ransom
                                                               Assistant
Director
                                                               Office of
Consumer Products

cc:      Eric M. Hellige
         Jennifer N. Wang