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                                                            December 19, 2024

Matthew Lipman
Chief Executive Officer
Capstone Holding Corp.
5141 W. 122nd Street
Alsip, IL 60803

       Re: Capstone Holding Corp.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted December 3, 2024
           CIK No. 0000887151
Dear Matthew Lipman:

     We have reviewed your amended draft registration statement and have the
following
comment(s).

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our November 4, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 sumbitted December
3, 2024
Summary Consolidated Financial Information, page 10

1.     You present statements of operations for the nine months ended September
30, 2024
       and 2023 on pages 11 and 12 with amounts that vary from one another. If
the
       intention is for one of them to represent the three months ended
September 30, 2024
       and 2023, please revise accordingly. Otherwise, eliminate the
inapplicable nine
       months statement.
 December 19, 2024
Page 2

Use of Proceeds, page 28

2.     We note your revised disclosure pursuant to prior comment 10 and reissue
in part.
       Please disclose the interest rate associated with the Berskire Bank
loan.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 35

3.     In regard to changes in sales, you refer to the effects of changes in
prices and
       volumes. Please disclose the extent of each. Refer to Item
303(b)(2)(iii) of Regulation
       S-K. We further note you still have not quantified each factor cited in
your
       explanations of period-to-period variances in selling, general and
administrative
       expenses per the guidance we previously cited. Please revise
accordingly.
Note 6 - Investment in Non-Marketable Securities, page F-11

4.     We note from your disclosure on page 56 that the counterparty to the
debt forgiven on
       the transfer of the $8 million investment in DPH to a third party is
Brookstone XXI, a
       party under common control with you. Please tell us how you considered
this
       relationship in evaluating whether the gain you recognized in the
transaction of $7.2
       million should be considered a contribution of capital under SAB Topic
5T and
       provide us with the basis for your accounting.
Consolidated Financial Statements of Capstone Holding Corp. as of December 31,
2023
Notes to Consolidated Financial Statements
Note 16 - Subsequent Events, page F-19

5.     Your disclosure here indicates the amended terms provided a waiver for
your
       compliance of the financial covenants not met through September 30,
2024. Please
       revise your subsequent events disclosure to state whether or not you
were in
       compliance through December 3, 2024, the date of the independent
accountant's
       report. Similar disclosure, as well as potential impacts to your
financial position and
       liquidity, should be added to your discussion in Liquidity and Capital
Resources.
6.     You disclose in the subsequent events note of the interim period
financial statements
       you entered into the Termination of Securities Purchase, Loan and
Security
       Agreement on November 13, 2024, which terminates the Securities
Purchase, Loan
       and Security Agreement so that your liabilities and obligations with
respect to the loan
       are solely set forth in the note payable with BP Peptides, LLC. Please
tell us why this
       disclosure is not included here. Further, clarify the impact this
termination agreement
       has on your financial statements, including liabilities outstanding, and
compliance
       with any affected debt.
General

7.     We note your revisions pursuant to prior comment 28 and reissue in part.
Please
       explain what you mean when you disclose that you believe you are
strategically
       positioned to capitalize on market conditions within the building
products sector, as
       you do on page 41.
 December 19, 2024
Page 3

       Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenna Hough at 202-551-3063 or Dietrich King at 202-551-8071 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:   Lawrence Metelitsa
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