TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo January 13, 2021 Charles E. Young Chief Executive Officer Smart Sand, Inc. 1725 Hughes Landing Blvd, Suite 800 The Woodlands, Texas 77380 Re: Smart Sand, Inc. Registration Statement on Form S-3 Filed January 6, 2021 File No. 333-251915 Dear Mr. Young: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Ryan J. Maierson