July 8, 2024

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

       Re: Seaport Entertainment Group Inc.
           Amendment No. 2 to Registration Statement on Form 10-12B
           Filed July 1, 2024
           File No. 001-42113
Dear Anton D. Nikodemus:

       We have reviewed your filing and have the following comment(s).

       Please respond to this letter 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 a
comment applies 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 this letter,
we may have additional comments.

Amendment No. 2 to Registration Statement on Form 10-B, Filed July 1, 2024
Information Statement
Unaudited Pro Forma Combined Financial Statements, page 55

1.     Refer to your response to prior comment 1 and related revised
disclosure. Please explain
       to us why the escrow associated with the refinanced debt for 250 Water
Street is recorded
       in other assets instead of restricted cash. Disclosure on page F-11
states restricted cash
       reflects amounts segregated in escrow accounts primarily related to 250
Water Street.

Description of Certain Indebtedness
250 Water Street Term Loan and Total Return Swap, page 137

2.     Refer to your response to prior comment 2 and related revised
disclosure. Please clarify if
       the basis for payments and receipts for the term loan and associated
total return swap is
       the principal amount of the term loan. If either is associated with some
other basis,
 July 8, 2024
Page 2

       describe that basis and how it factors into amounts transferred. In
connection with this,
       reconcile your disclosure here with that on page 35 regarding the risk
factor about the 250
       Water Street total return swap that says the swap is based on the change
in the market
       value of the assets underlying the swap. From this it appears the basis
is the market value
       of the property at 250 Water Street. Further, explain to us, and
disclose to the extent
       meaningful, why the loan with the swap was structured in the fashion
described. For
       example, discuss if this is related to your creditworthiness, and if so,
how this structure is
       representative of it.
        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.

       Please contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with
any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:   Julian Kleindorfer