Mail Stop 3561
                                                            September 26, 2018

Jeffrey Binder
Chief Executive Officer
CLS Holdings USA, Inc.
11767 South Dixie Highway, Suite 115
Miami, FL 33156

       Re:     CLS Holdings USA, Inc.
               Registration Statement on Form S-1
               Filed August 29, 2018
               File No. 333-227088

Dear Mr. Binder:

       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.

General

1.     We note the Warrant Shares and Broker Warrant Shares you have registered
on this
       Form S-1 are issuable upon the exercise of Warrants that are not yet
outstanding
       because they underlie Special Warrants/Units and Broker Warrants,
respectively.
       Please note that we permit the registration of securities for resale
where only one
       layer of the securities is not yet outstanding. Accordingly, please
remove the Warrant
       Shares and Broker Warrant Shares from your registration statement.
 Jeffrey Binder
CLS Holdings USA, Inc.
September 26, 2018
Page 2

Selling Stockholders

Transactions with Selling Shareholders, page 44

2.     You state here that the Broker Warrants "entitle the holder thereof to
acquire one Unit
       at a price of C$.45 per Unit for a period of 36 months...," however,
your description
       of Broker Warrants elsewhere does not reference this feature and
suggests that Broker
       Warrants are exercisable into one Broker Share and one Warrant. Please
revise or
       advise.

Management's Discussion and Analysis, page 72

3.     Please tell us what consideration you have given to supplementing your
discussion of
       historical results of operations and financial condition with a
discussion based upon
       pro forma financial information reflecting your acquisition of
Alternative Solutions,
       LLC. If you decide to include a supplemental discussion based on Article
11 of
       Regulation S-X, please ensure that the pro forma financial information
is not
       presented with greater prominence than the discussion of your historical
financial
       information, and that you also include disclosure explaining how the pro
forma
       presentation was derived, why management believes the presentation to be
useful,
       and any potential risks associated with using such a presentation.

Security Ownership of Certain Beneficial Owners and Management, page 94

4.     It appears that some of the shareholders included in the table beginning
on page 31
       should also be reflected in your "5% or Greater Shareholders" table,
given that they
       may be the beneficial owner of more than 5% of your Common Shares. Also,
in our
       experience, Cede & Co, an institutional custodian, is a record holder
not a beneficial
       holder of securities. Please revise.

Pro Forma Financial Information of the Company and Alternative Solutions for
the 3-Month
Period Ending February 28, 2018 and the 12-Month Period Ended May 31, 2017,
page F-62

5.     We note your presentation of pro forma information here and on pages 7
to 8 of your
       registration statement. Please revise to provide a pro forma balance
sheet and
       statement of operations as of May 31, 2018 to comply with Rule
8-05(b)(2) of
       Regulation S-X. Please also revise your pro forma presentation to
provide all
       information required by Rule 11-02(b) of Regulation S-X, including the
explanatory
       notes, introductory paragraph, and explanation of the presentation that
Rules 11-
       02(b)(1) and (2) of Regulation S-X contemplate. Please ensure the
explanatory notes
       clearly identify the periods of Alternative Solutions' financial
information that your
       pro forma results incorporate.
 Jeffrey Binder
CLS Holdings USA, Inc.
September 26, 2018
Page 3


       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 Parhaum J. Hamidi, Special Counsel, at (202) 551-3421 or
me at (202)
551-3720 with any questions.

                                                           Sincerely,

                                                           /s/ Mara L. Ransom

                                                           Mara L. Ransom
                                                           Assistant Director
                                                           Office of Consumer
Products