July 25, 2024

Justin Stiefel
Chief Executive Officer
Heritage Distilling Holding Company, Inc.
9668 Bujacich Road
Gig Harbor, Washington 98332

        Re: Heritage Distilling Holding Company, Inc.
            Amendment No. 1 to Registration Statement on Form S-1
            Filed July 5, 2024
            File No. 333-279382
Dear Justin Stiefel:

     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 June 5, 2024 letter.

Amendment No. 1 to Registration Statement on Form S-1 filed July 5, 2024
Cover Page

1.      We note that you included a resale prospectus for shares to be sold by
the selling
        stockholders. Please revise to disclose the reasons you have included
the resale
        prospectus when you disclose under the Explanatory Note caption that
the Selling
        Stockholders have expressed an intent not to sell the shares of common
stock to be sold
        pursuant to the Resale Prospectus concurrently with the commencement of
[y]our initial
        public offering of common stock."


2.      Please ensure that the disclosure under the Explanatory Note caption
that    the Selling
        Stockholders have expressed an intent not to sell the shares of common
stock to be sold
        pursuant to the Resale Prospectus concurrently with the commencement of
[y]our initial
 July 25, 2024
Page 2

       public offering of common stock" is consistent with the disclosure on
the cover page of
       the Resale Prospectus that "The Selling Stockholders have represented to
us that they
       have no intention to offer or sell their shares less than 90 days
following the closing of
       [y]our initial public offering of common stock."

3.     Please clarify the reasons for the structure of the offerings disclosed
in your filing. In
       particular, discuss the purpose of offering warrants to purchase an
aggregate of up to
       500,000 shares of your common stock at an exercise price of $0.01 per
share in a
       concurrent private placement.

Capitalization, page 53

4.     We note your capitalization table includes "inventory" which is not part
of your capital
       structure. Please remove this line item from your table.
Notes to Condensed Consolidated Financial Statements
Note 2. Summary of significant accounting policies
Investments/Investment in Flavored Bourbon LLC, page F-13

5.     We note that you recorded a gain of $3,421,000 related to the increase
in fair value of
       your investment in Flavored Bourbon LLC reflecting the observable price
change as a
       result of the January 2024 capital call. However, your disclosure here
indicates that the
       capital call was conducted to raise capital at the same valuation as the
last raise, which
       appears to suggest that the fair value of the Company   s investment did
not change as a
       result of this transaction. In this regard, please explain to us how you
calculated the
       gain and include in your disclosure the methods and key assumptions you
used to
       determine the fair value of your investment in Flavored Bourbon LLC.

Note 16. Subsequent Events, page F-36

6.     Your response to prior comment 6 states that the holders of the Whiskey
Special Ops
       2023 Notes and related warrants will receive common stock or pre-paid
warrants in lieu of
       common stock that can be exercised after the closing of this offering,
and that the
       warrants originally issued in connection with the issuance of the
Whiskey Special Ops
       2023 Notes were relinquished and canceled as part of the negotiated
exchange of the
       Notes for common stock. However, your disclosures continue to state that
the Notes and
       warrants were exchanged for 2,399,090 shares of common stock and 546,927
prepaid
       warrants, and the table in Annex A     page 2 of your response letter
appears to indicate
       that the newly issued warrants will be outstanding after the completion
of this offering.
       Please clarify whether you plan to issue pre-paid warrants and expects
them to be
       outstanding after the completion of this offering. If so, revise to
disclose the terms of the
       new warrants and tell us your basis for classifying them in equity.
Exhibits

7.     Please file as an exhibit the June 2024 agreement to complete a loan
modification
       mentioned in the first full paragraph on page 79 and the private
placement transaction
       mentioned on page 128.
 July 25, 2024
Page 3

General

8.     Please revise the disclosure in the Selling Stockholders section on page
Alt-4 to include a
       materially complete discussion of how the selling stockholders acquired
the securities that
       you are registering for resale on their behalf.
9.     We note your disclosure on page Alt-7 that your selling stockholders may
use purchases
       by a broker-dealer as principal to sell its securities. Please confirm
your understanding
       that purchases by a broker-dealer as principal and resales by the
broker-dealer for its
       account would constitute a material change requiring a post-effective
amendment. Refer
       to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.


10.    Please tell us, with a view to disclosure, why the Plan of Distribution
section on pages
       Alt-7 and Alt-8 does not include disclosure that the selling
stockholders have represented
       that they have no intention to offer or sell their shares less than 90
days following the
       closing of your initial public offering of common stock mentioned on the
cover page of
       the Resale Prospectus.

11.    You disclose on page Alt-7 an intent to list on NYSE American, contrary
to the disclosure
       on the IPO cover page. Please reconcile.
12.    You disclose that the purchasers in the concurrent "private placement"
of warrants you
       intend to conduct will be "certain purchasers of shares of our common
stock in this
       offering." Please provide your analysis of how conducting these
offerings
       simultaneously will be consistent with Section 5 of the Securities Act.
13.    We note your statement that the Selling Stockholders will participate in
a potential resale.
       Please revise to state, if true, that the Selling Stockholders will sell
shares only once such
       shares are listed on the Nasdaq or other market and that the Selling
Stockholders will sell
       shares only once the primary offering has closed. Make consistent
revisions in the
       alternate pages. In this regard, you should revise to leave room to
provide the market price
       of the securities as of the latest practicable date, once available and
when you utilize a
       separate prospectus for the resale transaction.
14.    Please disclose the supermajority vote requirements of Articles VI.F and
XI in Exhibit 3.4
       and the related risks to investors.
       Please contact Eiko Yaoita Pyles at 202-551-3587 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Manufacturing
 July 25, 2024
Page 4
cc:   M. Ali Panjwani, Esq.