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                                                              February 3, 2025

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

       Re: Capstone Holding Corp.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed January 27, 2025
           File No. 333-284105
Dear Matthew Lipman:

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

        Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our January 21,
2025 letter.

Amendment No. 1 to Form S-1 Filed January 27, 2025
Capitalization, page 32

1.     The pro forma as adjusted reflects several transactions. For ease of
understanding to
       investors, please revise your presentation to show a column as "pro
forma" that solely
       reflects the effects of the offering and a column as " pro forma as
adjusted" that
       reflects the effects of the other noted transactions that will take
place. Include notes to
       the table that clearly describes changes between the columns as
appropriate.
2.     You disclose under "Use of Proceeds" you will repay $826,667 of a term
loan issued
       by Berkshire Bank, but this transaction does not appear to be reflected
here. Please
       revise as appropriate. In doing so, clarify if the repayment is for
principal and/or
       interest, and the respective amounts thereof. Additionally, you disclose
       $42(000) of the $28,580 in the actual column for Class B and Class C
Preferred
 February 3, 2025
Page 2

       Interests is for Class C that are to be cancelled in the restructuring,
but it appears all of
       the $28,580 is reflected in pro forma additional paid in capital/total
stockholders'
       equity. Please revise as appropriate.
       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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