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                              June 13, 2024

       Anton D. Nikodemus
       Chief Executive Officer
       Seaport Entertainment Group Inc.
       99 Water Street
       28th Floor
       New York, NY 10038

                                                        Re: Seaport
Entertainment Group Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed May 24, 2024
                                                            File No. 333-279690

       Dear Anton D. Nikodemus:

              We have conducted a limited review of your registration statement
and have the
       following comment(s).

              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.

       Registration Statement on Form S-1, Filed May 24, 2024

       Questions and Answers About the Rights Offering
       Q. How was the $100 per whole sale of common stock subscription price
established?, page vi

   1.                                                   Elaborate upon your
discussion to explain whether or not the price per share you have set
                                                        relates to the current
public trading price of your parent, HHH, if at all. Acknowledge, as
                                                        you do in your spin-off
registration statement that HHH expects the trading price of its
                                                        shares immediately
following the spin-off to be lower than the    regular-way    trading price
                                                        of such shares of
common stock immediately prior to the distribution because the trading
                                                        price will no longer
reflect the value of the Seaport Entertainment business. In this regard,
                                                        acknowledge that the
price you have set represents a substantial premium to the current
                                                        market price of HHH and
quantify the market price as of date that the Board set the
                                                        subscription price.
 Anton D. Nikodemus
Seaport Entertainment Group Inc.
June 13, 2024
Page 2
General

2.     With reference to our review of your registration statement on Form
10-12B, filed May
       23, 2024, please incorporate comments into this registration statement
as appropriate.
3.     Your revised disclosure confirms an intent to enter into a potential
backstop agreement
       prior to the spin-off. Clarify whether any potential backstop agreement
will be entered
       into prior to effectiveness of this registration statement or
commencement of the rights
       offering.
4.     Throughout your registration statement you indicate that the potential
backstop agreement
       would ensure that you receive a "minimum level" of gross proceeds of "at
least" $175
       million, and yet $175 million seems to represent the maximum amount of
your overall
       rights offering. Revise to remove your references to "at least" and
refer to such amount, if
       agreed upon, as the maximum amount of proceeds.
5.     We note that in this amendment the Dilution section has been removed. As
this appears to
       be a materially dilutive issuance, please revise your registration
statement to furnish the
       information required by Item 506 of Regulation S-K related to dilution
under a separate
       heading or tell us why you believe you are not required to do so.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at
202-551-3264
with any other questions.



                                                             Sincerely,
FirstName LastNameAnton D. Nikodemus
                                                             Division of
Corporation Finance
Comapany NameSeaport Entertainment Group Inc.
                                                             Office of Trade &
Services
June 13, 2024 Page 2
cc:       Julian Kleindorfer
FirstName LastName