November 4, 2024

Matthew Lipman
Chief Executive Officer
Capstone Holding Corp.
5141 W. 122nd Street
Alsip, IL 60803

       Re: Capstone Holding Corp.
           Draft Registration Statement on Form S-1
           Submitted October 8, 2024
           CIK No. 0000887151
Dear Matthew Lipman:

     We have reviewed your draft registration statement and have the following
comment(s).

       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 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted October 8, 2024
Cover Page

1.     Here and elsewhere as appropriate, please disclose that you will be
considered a
       "controlled company" following this offering under Nasdaq listing
standards, if true.
       If this is the case, please also disclose whether you intend to rely on
the exemptions to
       corporate governance requirements as a controlled company.
2.     Please disclose here that BP Peptides, LLC, a related party, will have
the ability to
       control all matters requiring shareholder approval, if true. Also
disclose their percent
       voting power and the natural persons, namely, your chief executive
officer and
       chairman, who control BP Peptides, LLC.
 November 4, 2024
Page 2

Business Overview, page 1

3.     Please clarify what you mean by the following statement in the fourth
paragraph in
       this sub-section: "Over financial cycles the sector has grown by 5-7%,
with the peak
       of the interest rate cycle providing the ideal backdrop to execute
value-creating,
       accretive acquisitions."
Our Business Strategy and Operating Model, page 1

4.     Please revise here and on page 38 to provide support for your statement
that your
       team has a "a proven track record of identifying, acquiring and building
successful
       building products companies." Similarly revise to provide support for
your statement
       on page 41 that your management team has a "proven track record of
driving growth
       and delivering results."
5.     Here and elsewhere in the prospectus, such as on pages 38 and 39, please
explain
       what you mean when you state that you intend to expand your "market
leadership."
TotalStone, LLC, page 2

6.     Here and elsewhere, where you disclose that you have a controlling
interest in
       TotalStone, please disclose the percentage interest you hold.
Risk Factors, page 13

7.     Please revise this section to provide a risk factor addressing the risks
associated with
       future issuances of securities with rights that are superior to the
rights of holders of
       your common stock (e.g., superior voting rights).
8.     Please revise to provide a risk factor addressing whether you have been
able to
       historically retain your clients and attract new clients. To the extent
that the loss of
       any particular client(s) would have a material impact on your results of
operations,
       please disclose the client(s) and discuss your dependence on this
client(s). To this
       extent, we note your disclosure on page 31 that you have over 620
customers, and
       your disclosure on page 41 that you have 350 active and recurring
customers. Please
       revise to clarify what figure properly represents current customers, and
if your figure
       citing 620 customers refers to total number of customers historically,
please state as
       much.
Risk Factors
Risks related to our securities
Capstone Holding Corp. is a holding company ... , page 21

9.     You disclose here you are a holding company with no operations of your
own, your
       operations are conducted entirely through your subsidiaries and your
ability to
       generate cash for the noted items is highly dependent on funds from your
subsidiaries.
       In view of this, please explain to us your consideration of Rules
4-08(e), 5-04(c)
       Schedule I and 12-04 of Regulation S-X.
 November 4, 2024
Page 3

Use of Proceeds, page 26

10.    Please revise to disclose the amount, by percentage, of proceeds that
will be used for
       each intended purpose disclosed here. Refer to Item 504 of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 31

11.    Please provide support for, or explain what you mean by, your statement
that your
       "sales and marketing tools are industry leading."
Results of Operations, page 32

12.    Please quantify each factor cited in your explanations of
period-to-period variances
       for annual and interim periods. For example, between the annual periods
2023 and
       2022, you state revenue for your owned and controlled brands was down
$4.8 million
       driven by price reductions and offset by a slight increase in volume,
and for your other
       brands revenue was down $8.4 million primarily attributed to price
reductions and
       lower volume. Refer to the guidance in Item 303(b) of Regulation S-K and
section
       III.D of Release No. 33-6835 (501.04 of our Codification of Financial
Reporting
       Policies).
13.    Please disclose the reason for the decrease in your profit margin in the
latest annual
       and interim periods relative to the corresponding prior periods.
14.    In your explanation of the change in sales between the interim periods,
it appears the
       third paragraph under "Sales" on page 34 is a copy of the explanation
for the annual
       period comparison. Please revise for the interim period as appropriate.
Liquidity and Capital Resources, page 34

15.    You state in the third paragraph hereunder you believe cash provided
from operations
       in 2024, in addition to cash from other sources, will be sufficient to
satisfy your cash
       requirements for at least the next 12 months. For the six months ended
June 30, 2024
       you report cash used in operations. Please discuss why you believe cash
will be
       provided from operations in 2024. Refer to Item 303(a), (b) and (b)(1).
Critical Accounting Policies and Significant Judgments and Estimates
Goodwill and Other Intangible Assets, page 36

16.    Goodwill comprises approximately 44% and 43% of total assets as of
December 31,
       2023 and June 30, 2024, respectively. It appears any impairment charges
that may be
       required could have a material impact on your results of operations.
Please
       significantly revise your discussion of your policy for assessing
goodwill for
       impairment to include qualitative and quantitative information necessary
to
       understand the estimation uncertainty and how it relates to required
impairment
       testing and assessment of the necessity of an impairment test for both
annual and
       interim periods. Include in this discussion how you considered your loss
from
       operations position for the year ended December 31, 2023 and interim
period ended
       June 30, 2024, as well as your accumulated deficit and total equity at
these respective
       dates in your assessment of whether an impairment test was necessary.
Refer to the
       guidance in Item 303(b)(3) of Regulation S-K.
 November 4, 2024
Page 4

Business, page 38

17.    We note your disclosure that Instone is your current operating platform,
which is
       integral to your business strategy and competitive edge. Please revise
to provide a
       discussion of this platform, including how the platform operates, how it
is accessed by
       customers, distribution methods of the products or services, and any
other detail
       material to an understanding of this platform. Refer to Item 101(h) of
Regulation S-K.
18.    Please provide support for your statement that your management team has
a "proven
       track record of driving growth and delivering results" on page 41.
19.    Where you discuss your market share, please revise to disclose what your
market
       share is, if known.
20.    We note your disclosure on page 15 referring to your intellectual
property rights.
       Please disclose here the intellectual property you hold and the duration
and effect of
       such intellectual property. Refer to Item 101 of Regulation S-K.
21.    We note your disclosure on page 43 regarding regulatory and
environmental matters.
       Please revise this section to disclose (a) your need for any government
approval of
       principal products or services, and if government approval is necessary,
that you have
       not yet received that approval, and discuss the status of the approval
within the
       government approval process; (b) the effect of existing or probable
governmental
       regulations on your business; and (c) costs and effects of compliance
with
       environmental laws. Refer to Item 101(h)(4)(viii), (ix), and (xi) of
Regulation S-K.
Item 1. Business
TotalStone, LLC
Future TotalStone Equity Interests Transactions, page 45

22.    There are several equity transactions detailed here that appear will
impact your
       ownership structure and capitalization post offering. Please tell us how
you plan to
       reflect the pro forma impact of these transactions in "Capitalization."
Also explain to
       us whether there is a basis for these transactions to impact the
historical financial
       statements included in the filing.
Security Ownership of Certain Beneficial Owners and Management, page 53

23.    Please increase the holdings for Lipman and Toporek to reflect the
holdings of BP
       Peptides, LLC as well. In this regard, we note that by virtue of their
roles with BP
       Peptides, LLC each would appear to beneficially own BP Peptides, LLC's
holdings for
       reporting purposes. In addition, please revise footnote 5 to disclose
the percent
       ownership interest Lipman and Toporek each have in BP Peptides, LLC.
Consolidated Financial Statements of Capstone Holding Corp. as of December 31,
2023
Notes to Consolidated Financial Statements
Note 6 - Investment in Non-Marketable Securities, page F-11

24.    You disclose here that on November 16, 2023 you transferred 100% of your
       ownership in DPH to a third party and, as a result, you wrote-off in
full your $8.0
       million investment in DPH and wrote-down its debt liability to $800.0
thousand plus
       interest. Please tell us whether:
 November 4, 2024
Page 5

             the third party assumed the associated $7.2 million in debt
liability and whether
           any other consideration was transferred;
             our understanding is correct that the $800.0 thousand represents
limited payment
           guaranty of Beta's promissory note to Brookstone XXI. If correct,
tell us and
           disclose what, if any, assets now secure this liability.

General

25.    Throughout the prospectus where you disclose that you are controlled by
a private
       equity group, please disclose that this group is Brookstone Partners,
which is
       controlled by your chief executive officer, Matthew Lipman, and your
chairman,
       Michael Toporek.
26.    Please provide us with supplemental copies of all written
communications, as defined
       in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
       behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
       whether or not they retain copies of the communications.
27.    Where you discuss that you own or control over 50% of the brands you
sell, please
       also disclose that this reflects five out of eight brands, if true.
28.    Throughout the prospectus, where you disclose that you are strategically
positioned
       to capitalize on market conditions, please explain what you mean.
       Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenna Hough at 202-551-3063 or Dietrich King at 202-551-8071 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:   Lawrence Metelitsa