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United States securities and exchange commission logo


                            March 9, 2023

       Anthony Gruber
       Chief Financial Officer
       MamaMancini's Holdings, Inc.
       25 Branca Road
       East Rutherford, NJ 07073

                                                        Re: MamaMancini's
Holdings, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed February 28,
2023
                                                            File No. 333-270087

       Dear Anthony Gruber:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form S-1 filed February 28, 2023

       Executive Compensation, page 48

   1.                                                   Please update your
executive and director compensation tables for fiscal year ended
                                                        January 31, 2023.
 Anthony Gruber
FirstName  LastNameAnthony
MamaMancini's   Holdings, Inc.Gruber
Comapany
March      NameMamaMancini's Holdings, Inc.
       9, 2023
March2 9, 2023 Page 2
Page
FirstName LastName
General

2.       We note you have incorporated by reference certain prior filings and
all filings made
         under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act made on
or after the date of
         the registration statement. Because you have not yet filed your Form
10-K for your most
         recently completed fiscal year, the fiscal-year ended January 31,
2023, it therefore appears
         you have not satisfied the requirements of paragraph C of Instruction
VII to Form S-1.
         Please provide your analysis demonstrating that you are eligible to
use incorporation by
         reference. Otherwise, please revise to include directly in your
document all disclosure
         required by Form S-1.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at
202-551-3641 with
any questions.


                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Manufacturing
cc:      Robert Diener
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