United States securities and exchange commission logo

                            April 8, 2021

       Abner Kurtin
       Chair of the Board and Chief Executive Officer
       Ascend Wellness Holdings, LLC
       1411 Broadway
       16th Floor
       New York, NY 10018

                                                        Re: Ascend Wellness
Holdings, LLC
Statement on Form S-1
                                                            Filed March 29,
                                                            File No. 333-254800

       Dear Mr. Kurtin:

              We have reviewed your 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Security Risks, page 27

   1.                                                   As previously
requested, please disclose whether you have been materially impacted by
                                                        the risks described in
this risk factor. We note that the risk factor disclosure was
                                                        apparently not revised
to address this issue.
       Income Tax Expense, page 62

   2.                                                   It remains unclear what
specific facts and circumstances changed in 2020 that caused the
                                                        increase in your tax
expense as a percentage of gross profit. Please revise.
 Abner Kurtin
FirstName   LastNameAbner
Ascend Wellness   Holdings, Kurtin
April       NameAscend Wellness Holdings, LLC
       8, 2021
April 28, 2021 Page 2
FirstName LastName

3.       A registration statement is not intended to serve as marketing
materials. Therefore, the
         prominence of the graphics on the five pages between the prospectus
cover page and the
         table of contents is not appropriate because the graphics neither
provide nor enhance
         relevant and meaningful disclosure that investors can use to make an
informed investment
         decision. In particular, the graphics appear to include extensive
narrative text and
         information that repeats information already contained in the
Prospectus Summary and
         Business sections. Further, text in this context should be used only
to the extent necessary
         to explain briefly the visuals in the presentation and should not
overwhelm the visual
         presentation. For guidance, refer to Question 101.02 of Compliance
Disclosure of
         our Securities Act Forms Compliance and Disclosure Interpretations and
revise or remove
        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

       You may contact David Burton at 202-551-3626 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any


                                                               Division of
Corporation Finance
                                                               Office of Life
cc:      James B. Guttman, Esq.