MITCHELL SILBERBERG & KNUPP LLP
                             Mark T. Hiraide

                             (310) 529-8659
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

                              mth@msk.com




September 11, 2023

BY EMAIL (PANOSN@SEC.GOV)
CONFIDENTIAL

Nicholas Panos
Division of Corporation Finance
Office of Mergers & Acquisitions


Re:       Safe & Green Holdings Corp.; Sch 13D filed by John William Shaw filed
March 29,
          2023 (File No. 005-53033)

Dear Mr. Panos:

Thank you for discussing the captioned matter with me today. As we discussed,
we are counsel
to John Shaw.

Please be advised that Mr. Shaw, who previously was unaware of the Williams Act
and reporting
obligations thereunder, sold several put contracts on the common stock of Safe
& Green
Holdings Corp. As a result of a decline in the market price of Safe & Green
Holdings Corp., Mr.
Shaw was required to acquire common stock in excess of reporting thresholds.
Upon learning of
his reporting obligations to the U.S. Securities and Exchange Commission, Mr.
Shaw engaged
predecessor legal counsel to assist him in complying with his filing
obligations.

We have since been engaged by Mr. Shaw as his counsel and will work with him to
ensure that
all filing obligations are timely met. If you need further information, please
do not hesitate to
call me. Thank you.

Very truly yours,

MITCHELL SILBERBERG & KNUPP LLP

/s/ MARK T. HIRAIDE

By: Mark T. Hiraide




MTH:jmh



                                                        2049 Century Park East,
18th Floor, Los Angeles, California 90067-3120
                                                        Phone: (310) 312-2000
Fax: (310) 312-3100 Website: WWW.MSK.COM
15785346.1