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                              May 3, 2021

       Luis Merchan
       Chief Executive Officer
       Flora Growth Corp.
       65 Queen Street West, Suite 900
       Toronto, Ontario M5H 2M5

                                                        Re: Flora Growth Corp.
                                                            Amendment No. 4 to
Registration Statement on Form F-1
                                                            Filed April 21,
2021
                                                            File No. 333-252996

       Dear Mr. Merchan:

             We have reviewed your amended registration 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 registration
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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form F-1 Amendment No. 4 filed April 21, 2021

       Capitalization, page 43

   1.                                                   Please revise the
reference to your consolidated financial statements for the year ended
                                                        December 31, 2020 being
"unaudited".
   2.                                                   Please provide a column
to the capitalization table that will present pro forma, on an as
                                                        adjusted basis.
 Luis Merchan
FirstName  LastNameLuis Merchan
Flora Growth  Corp.
Comapany
May  3, 2021NameFlora Growth Corp.
May 3,
Page 2 2021 Page 2
FirstName LastName
       You may contact Sasha Parikh at 202-551-3627 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625
with any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
cc:      Rebecca G. DiStefano, Esq.