January 16, 2020

Jueqin Wang
Chief Executive Officer
Huadi International Group Co., Ltd.
No. 1688 Tianzhong Street, Longwan District
Wenzhou, Zhejiang Province
People's Republic of China 325025

       Re: Huadi International Group Co., Ltd.
           Amendment 1 to Draft Registration Statement on Form F-1
           Submitted January 3, 2020
           CIK 0001791725

Dear Mr. Wang:

        We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments we may ask you to provide us information so
that 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 that our comments apply to your facts and
circumstances or do
not believe that 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.

Amendment 1 to Draft Registration Statement on Form F-1 submitted January 3,
2020

General

1.     You indicate on the map on pages 4 and 48 that Iran is one of the 19
countries where you
       sell your products. Iran is designated by the U.S. Department of State
as a state sponsor
       of terrorism and is subject to U.S. economic sanctions and export
controls. You do not
       include disclosure about contacts with Iran. Please describe the nature
and extent of your
       past, current, and anticipated contacts with Iran whether through
subsidiaries, distributors,
       or other direct or indirect arrangements. You should describe any goods,
technology, or
       services you have provided or anticipate providing into Iran, directly
or indirectly, and any
       agreements, arrangements, or other contacts with its government or
persons it controls.
 Jueqin Wang
FirstName LastNameJueqin Wang
Huadi International Group Co., Ltd.
Comapany NameHuadi International Group Co., Ltd.
January 16, 2020
January 16, 2020 Page 2
Page 2
FirstName LastName
         Please also discuss the materiality of the contacts in quantitative
terms and in terms of
         qualitative factors that a reasonable investor would deem important in
making an
         investment decision. Tell us the approximate dollar amounts of
revenues, assets, and
         liabilities associated with Iran for the last two fiscal years and the
subsequent interim
         period. Address the potential impact of the investor sentiment
evidenced by divestment
         and similar initiatives that have been directed toward companies that
have operations
         associated with U.S.-designated state sponsors of terrorism.
Board of Directors and Board Committees, page 60

2.       Please expand your revisions in response to prior comment 8 to clarify
how you expect a
         majority of your three-person board to be independent if, as you
disclose, "all current
         directors," each of whom is an executive officer, will serve on your
board after listing. If
         current members of your board will resign prior to that time, please
identify those
         members. If new members will be appointed, please disclose the
information specified in
         Item 6 of Form 20-F, and file the consents required by Rule 438 of
Regulation C.
Controlled Company, page 62

3.       Your response to prior comment 5 indicates you are a "controlled
company" due to the
         share ownership of the Wang family. Your disclosure on pages 17 and 62
indicate it is
         due solely to Di Wang's share ownership. Please revise to clarify the
basis for your
         conclusions regarding why you are a controlled company. Please also
reconcile (1) your
         revisions on page 62 that your shareholders are offering shares for
resale with the
         disclosure on your prospectus coverage and pages 10, 29, and 81 that
only the registrant is
         offering shares; and (2) the disclosure on page 62 that Huisen Wang is
offering shares
         with your disclosure on page 66 that he holds no shares.
Principal Shareholders, page 66

4.       We note your response to prior comment 11. Please reconcile your
revisions on pages 66
         and 67 with your revisions on page 62 and the share ownership amounts
in your response
         to prior comment 5.
Note to Financial Statements
Note 16   Segment Reporting, page PageF-24

5.       We note your response to prior comment 13 and the updated disclosure
on page F-24.
         Please revise to disclose also long-lived assets that are located in
your country of
         domicile, and disclose separately assets located in an individual
foreign county if
         material. Refer to ASC 280-10-50-41.
        You may contact SiSi Cheng, Staff Accountant, at (202) 551-5004 or W.
John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with
any other
 Jueqin Wang
Huadi International Group Co., Ltd.
January 16, 2020
Page 3

questions.



FirstName LastNameJueqin Wang                      Sincerely,
Comapany NameHuadi International Group Co., Ltd.
                                                   Division of Corporation
Finance
January 16, 2020 Page 3                            Office of Manufacturing
FirstName LastName