October 3, 2018

Bruce Goldberg
Chief Legal Officer
SMART Global Holdings, Inc.
39870 Eureka Drive
Newark, CA 94560

       Re: SMART Global Holdings, Inc.
           Registration Statement on Form S-3
           Filed September 20, 2018
           File No. 333-227451

Dear Mr. Goldberg:

       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 Heather Percival at 202-551-3498 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Electronics and Machinery
cc:    Alan F. Denenberg