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                              January 8, 2021

       Steve White
       Chief Executive Officer
       Harvest Health & Recreation Inc.
       1155 W. Rio Salado Parkway
       Suite 201
       Tempe, AZ 85281

                                                        Re: Harvest Health &
Recreation Inc.
                                                            Amendment No. 1 to
Registration Statement on Form 10-12G
                                                            Filed December 21,
2020
                                                            File No. 000-56224

       Dear Mr. White:

              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. 1 to Registration Statement on Form 10-12G filed December
21, 2020

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
       Total Expenses, page 67

   1.                                                   Please revise to
present more details of the $2.9 million expense due to a fraudulent wire
                                                        transaction, and
explain to us how this impacted internal controls discussed on page 52.
       ITEM 6. EXECUTIVE COMPENSATION, page 88

   2.                                                   We note that this
filing will become effective by operation of law after the end of your
                                                        fiscal year ended
December 31, 2020. Please update your filing to include updated
                                                        executive compensation
disclosure pursuant to Item 402 of Regulation S-K for the fiscal
                                                        year ended December 31,
2020.
 Steve White
Harvest Health & Recreation Inc.
January 8, 2021
Page 2
Interim Unaudited Condensed Consolidatesd Financial Statements
Note 16. Fair Value and Risk Management, page F-23

3.    We note your response to comment 22 and the revisions on pages F-25 and
F-36.
      However, the revised disclosures of the significant assumptions you used
to estimate fair
      value of contingent consideration and the warrant liability are vague.
Please revise to
      provide disclosures of the specific significant assumptions used in your
valuation.
        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 Jeanne Bennett at 202-551-3606 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with
any other
questions.



                                                           Sincerely,
FirstName LastNameSteve White
                                                           Division of
Corporation Finance
Comapany NameHarvest Health & Recreation Inc.
                                                           Office of Life
Sciences
January 8, 2021 Page 2
cc:       Thomas M. Rose, Esq.
FirstName LastName