February 9, 2018
VIA EDGAR
Mr. Gregory Dundas
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
General Cannabis Corp
Registration Statement on Form S-3
Filed February 9, 2018
File No. 333-222907
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, General Cannabis Corp (the Company) hereby requests acceleration of effectiveness of its registration statement on Form S-3, as amended (File No. 333-222907), to 4:15 p.m., Eastern Time, on February 12, 2018 or as soon as practicable thereafter.
The Company respectfully requests that it be notified of such effectiveness by a telephone call to John M. Rafferty at our outside counsel, Morrison & Foerster LLP, at 415-268-6897.
| Very truly yours, | |
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| General Cannabis Corp | |
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| By: | /s/ Brian Andrews |
| Name: | Brian Andrews |
| Title: | Chief Financial Officer |