HART & HART, LLC
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Will Hart                                             Facsimile:  (303) 839-5414
                                 (303) 839-0061

                                February 2, 2018

Stacie Gorman
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re:   AmeriCann, Inc.
            Registration Statement on Form S-1
            File No. 333-222207

     This office represents AmeriCann, Inc. (the "Company").  Amendment No. 1 to
the  Company's  Registration  Statement  on Form  S-1 has  been  filed  with the
Commission.  This  letter  provides  the  Company's  responses  to the  comments
received from the staff by letter dated January 19, 2018. The paragraph  numbers
in this letter  correspond  with the numbered  paragraphs in the staff's comment
letter.  The number under the "page number" column  indicates the page number in
the Registration Statement where the response to the comment can be found.

                                                                     Page Number
                                                                     -----------

1.    The Proposed Maximum Aggregate Offering Price on the
      cover page of the registration statement is used to
      determine the Amount of the Registration Fee. In turn,
      the Proposed Maximum Aggregate Offering Price is a function
      of the number of securities to be registered multiplied by
      the Proposed Maximum Offering Price Per Share. The Proposed
      Maximum Offering Price Per Share is computed in accordance
      with Rule 457.

      For shares which will be sold at varied market prices,
      the Proposed Maximum Offering Price Per Share has, in
      most cases, no relation to the price at which the shares
      will actually be sold. As far as the number of shares
      which are to be sold, it is not uncommon for issuers to
      register more shares than will actually be sold in the
      offering. For example, in the case of a primary offering,
      shares which may be sold to the underwriter to cover
      over-allotments may actually never be purchased by the
      underwriter. With respect to registration statements
      pertaining to shares offered by selling shareholders, often
      the shares offered by the selling shareholders are shares
      to be issued upon the conversion of notes or the exercise of
      warrants. In many cases, the shares issuable upon the
      conversion of notes or the exercise of warrants are never
      sold since the market price of the issuer's common stock may
      be below the conversion price or the exercise price, as the
      case may be.

                                       1


      If the price of the Company's common stock stays at its
      current level, the Company would sell less than 3,500,000
      shares to Mountain States Capital.  On the other hand, if
      the price of the Company's common stock drops below $2.80
      per share, as it was prior to December 20, 2017, even if
      the Company sells all 3,500,000 shares, the shares sold to
      Mountain States Capital would not yield the Company
      $10,000,000.

      In any event, the maximum amount that may be sold to
      Mountain States Capital pursuant to the equity line
      agreement is $10,000,000.

2. Comment complied with.                                              3, 38

3. Comment complied with.                                              7, 31


     If you should have any questions  concerning the  foregoing,  please do not
hesitate to contact the undersigned.

                                          Very Truly Yours,

                                          HART & HART, LLC

                                          /s/ William T. Hart

                                          William T. Hart