May 13, 2019

Nathan Kivi
Manager and Chief Financial Officer
HCo Cape May LLC
2100 Powers Ferry Road S.E., Suite 370
Atlanta, Georgia 30339

       Re: HCo Cape May LLC
           Amendment No. 1 to
           Offering Statement on Form 1-A
           Filed April 26, 2019
           File No. 024-10953

Dear Mr. Kivi:

      We have reviewed your amended offering 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 offering 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
response.

       After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our March 29,
2019 letter.

1-A/A filed April 26, 2019

General

1.    We note your response to comment 1 and revised disclosure. We further
note your
      disclosure on page 14, stating that closings "shall take place in the
Company's sole and
      absolute discretion as to timing and frequency." Please further clarify
how this offering
      will be made on a "continuous basis" rather than on a delayed basis in
light of this
      disclosure. Refer to Rule 251(d)(3)(i)(F). Additionally, please revise to
clarify in more
      detail the rights that each investor has between the submission of a
subscription agreement
      and funds and the related closing, including what happens if the company
dissolves or
      liquidates, or if the offering is terminated, prior to a closing.
 Nathan Kivi
FirstName May LLC
HCo Cape LastNameNathan Kivi
Comapany NameHCo Cape May LLC
May 13, 2019
May 13, 2019 Page 2
Page 2
FirstName LastName
Dilution, page 35

2.       We have considered your response to comment 8 and reviewed your
revised disclosures.
         You continue to indicate that there is not a material disparity
between the price of the
         shares in this offering and the effective cost to existing
shareholders for the voting shares
         acquired by them in a transaction during the past year, both being
$500 per share. It
         remains unclear as to your basis for such a position. For example, it
appears that there is
         a significant disparity at December 31, 2018 between the proposed
offering price of $500
         per share for new investors and the average cash price paid by
insiders/affiliates of $56.26
         ($56,263 / 1000 shares) as well as a significant disparity between
offering price per share
         and members equity per share at December 31, 2018. Please clarify and
revise your
         disclosures and tables accordingly. Your response should also address
your basis for
         adjusting the number of original shareholder shares from 1,000 voting
shares down to 113
         voting shares as of December 31, 2018 within your dilution table.
Description of the Business
The Business Plan, page 44

3.       We note your response to comment 10 and revised disclosure. Given that
you intend to
         buy and renovate the property with offering proceeds and have no
operating history,
         please remove this projection or provide additional details about the
basis and
         assumptions underlying your forecast IRR, showing you have a
reasonable basis therefor.
Interest of Management and Others in Certain Related-Party Transactions, page
51

4.       We note your response to comment 12 and your revised disclosure in
this section. Please
         revise to provide additional detail on the management fee and the
development fee,
         including without limitation the following:

             Please clarify what you mean when you say that all "costs going
through into the
             Company while a development project will be capitalized";

             Please explain more how the company's "value" will be calculated
prior to the property
             becoming operational, including without limitation what base value
you will use for
             the property in addition to any development costs that you will
include in the
             calculation;

             When you state, "[t]he first $300,000.00 of costs will be taken as
equity in the
             project," please clarify how this number will be calculated; and

             To the extent that the manager receives a portion of its
development fee in equity in
             the project, please provide further detail as to the form in which
it will receive equity
             and the price at which such equity will be valued.
 Nathan Kivi
HCo Cape May LLC
May 13, 2019
Page 3


         Please also revise your disclosure, here and elsewhere as appropriate,
to discuss any
         significant risks and any conflicts of interest arising from the
structure of your
         management fee and development fee.
       You may contact Howard Efron, Staff Accountant, at 202-551-3439 or
Wilson Lee, Staff
Accountant, at 202-551-3468 if you have questions regarding comments on the
financial
statements and related matters. Please contact Joshua Lobert, Staff Attorney,
at 202-551-7150 or
Sara von Althann, Staff Attorney, at 202-551-3207 with any other questions.



                                                              Sincerely,
FirstName LastNameNathan Kivi
                                                              Division of
Corporation Finance
Comapany NameHCo Cape May LLC
                                                              Office of Real
Estate and
May 13, 2019 Page 3                                           Commodities
FirstName LastName