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                           February 24, 2023

       Paul Galvin
       Chief Executive Officer
       Safe & Green Development Corp
       5011 Gate Parkway
       Building 100, Suite 100
       Jacksonville, FL 32256

                                                        Re: Safe & Green
Development Corp
                                                            Amendment No. 1 to
Form 10-12B
                                                            Filed February 6,
2023
                                                            File No. 001-41581

       Dear Paul Galvin:

              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 and any amendment you may file in
response to these
       comments, we may have additional comments.

       Amendment No. 1 to Form 10-12B

       Risk Factors, page 13

   1.                                                   We note that your
property development includes indirect investments in properties where
                                                        you may invest in
minority stakes. Please tell us what consideration you have given to
                                                        including a risk factor
regarding compliance with the registration requirements of the
                                                        Investment Company Act
of 1940.
 Paul Galvin
FirstName LastNamePaul Galvin
Safe & Green Development Corp
Comapany24,
February   NameSafe
            2023    & Green Development Corp
February
Page 2 24, 2023 Page 2
FirstName LastName
Agreements with SG Holdings, page 32

2.       We reissue comment 3. Please revise this section to clearly disclose
the material terms of
         each agreement. For example, we note the discussion of the tax matters
agreement is a
         discussion of the "general terms," and the shared services agreement
discussion is very
         general in terms of the services to be provided and the fees
associated with these services.
         Please also provide an estimate of the expected fees associated with
these services.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 41

3.       We note your response to comment 5 and reissue in part. Please discuss
the material
         terms of the secured note on the St. Mary   s industrial site and the
extension of the note on
         the Largo Vista property.
Business, page 44

4.       We note your response to comment 6 of our letter and reissue in part.
Please provide clear
         disclosure of any conflicts of interest that may exist after the
distribution based upon the
         numerous arrangements and/or agreements between the parties. For
example, please
         highlight your reliance upon affiliated parties. Additionally, we note
that you are obligated
         to hire SG Echo, so long as they are offering their services at a
price that is within 5%.
         Please add risk factor disclosure to address this risks associated
with this obligation.
5.       We note your response to comments 8 and 9. In response to our
comments, your revised
         your disclosure to remove references to the backlog experienced by SG
Holdings. Please
         clarify why you removed this disclosure, given the most recent
periodic report of Safe
         & Green Holdings reflects a backlog. Please expand upon your plans
regarding the intent
         to build additional manufacturing facilities and clarify here and
elsewhere as appropriate,
         including MD&A and business section, the impact lack of availability
of the modular
         units due to SG Holdings' backlog could have upon your business and
the associated risks.
6.       We reissue comment 13. Please disclose the material terms of the
fabrication agreement
         with SG Echo. Please also discuss this agreement in the certain
relationships and related
         transactions section.
 Paul Galvin
FirstName LastNamePaul Galvin
Safe & Green Development Corp
Comapany24,
February   NameSafe
            2023    & Green Development Corp
February
Page 3 24, 2023 Page 3
FirstName LastName
        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 Peter McPhun at 202-551-3581 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Real Estate
& Construction
cc:      Leslie Marlow, Esq.