United States securities and exchange commission logo




                                                                                
                              December 9, 2022

       Bin Zhou
       Chief Executive Officer
       Planet Green Holdings Corp.
       36-10 Union St., 2nd Floor
       Flushing, NY 11345

                                                        Re: Planet Green 
Holdings Corp.
                                                            Amendment No. 3 to 
Registration Statement on Form S-3
                                                            Filed December 5, 
2022
                                                            File No. 333-259611

       Dear Bin Zhou:

             We have reviewed your amended registration statement 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 this letter by amending your registration 
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. 
Unless we note
       otherwise, our references to prior comments are to comments in our 
November 29, 2022, letter.

       Amendment No. 3 to Form S-3

       General

   1.                                                   Despite your response 
to prior comment seven, disclosure regarding regulatory
                                                        permissions or 
approvals required to operate your business still appears to be lacking.
                                                        Please add the 
following disclosure:

                                                              Disclose each 
permission or approval that you, your subsidiaries, your WFOE, and/or
                                                            your VIEs are 
required to obtain from Chinese authorities (including Hong Kong
                                                            authorities) to 
operate your business.

                                                              State 
affirmatively whether you have received all requisite operating permissions or
 Bin Zhou
Planet Green Holdings Corp.
December 9, 2022
Page 2
              approvals and whether any permissions or approvals have been 
denied.

                Describe the consequences to you and your investors if you, 
your subsidiaries,
              WFOE, or the VIEs: (i) do not receive or maintain such operating 
permissions or
              approvals, (ii) inadvertently conclude that such operating 
permissions or approvals
              are not required, or (iii) applicable laws, regulations, or 
interpretations change and
              you are required to obtain such operating permissions or 
approvals in the future.

                If your revised disclosure indicates no operating permissions 
or approvals are
              required from Chinese authorities (including Hong Kong 
authorities), then
              additionally disclose how you determined this. If you relied on 
counsel, identify
              counsel and file an exhibit. If you did not consult counsel, 
provide an explanation as
              to why you did not consult counsel. Please expand or revise 
related risk factors as
              appropriate.


About this Prospectus
Financial Information Related to the VIEs, page 9
FirstName LastNameBin Zhou
2.     We note your revisions in response to prior comment four, and reissue it 
in part. Please
Comapany    NamePlanet
       revise            Green Holdings
              your consolidating         Corp.
                                  schedules to present information for the WFOE 
as primary
       beneficiary
December   9, 2022 in a separate
                   Page  2       column.
FirstName LastName
 Bin Zhou
FirstName  LastNameBin  Zhou
Planet Green Holdings Corp.
Comapany9,
December   NamePlanet
             2022      Green Holdings Corp.
December
Page 3    9, 2022 Page 3
FirstName LastName
       Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 
202-551-3397 with
any questions.



                                                         Sincerely,

                                                         Division of 
Corporation Finance
                                                         Office of 
Manufacturing
cc:      Steven Glauberman