March 12, 2020

Brian Doxtator
Chief Executive Officer
Commonwealth Thoroughbreds LLC
1450 North Broadway
Lexington, Kentucky 40505

       Re: Commonwealth Thoroughbreds LLC
           Amendment No. 2 to Offering Statement on Form 1-A
           Filed March 3, 2020
           File No. 024-11130

Dear Mr. Doxtator:

       We have reviewed your amended offering statement and have the following
comment. In
our comment, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our 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 offering statement and the
information you
provide in response to this comment, we may have additional comments.

Amendment No. 2 to Offering Statement on Form 1-A filed March 3, 2020

General

1.    We note that section 8.b. of your subscription agreement contains a
provision stating that
      "[e]ach party to this Agreement hereby irrevocably waives, to the fullest
extent permitted
      by applicable law, any and all right to trial by jury in any legal
proceeding arising out of
      or relating to this agreement or the transactions contemplated hereby."
Please amend your
      filing to clearly disclose whether this provision applies to federal
securities law claims,
      and amend your risk factor disclosure accordingly. In this regard, we
note that your risk
      factor disclosure on page 35 already highlights risks related to a jury
trial waiver provision
      in your operating agreement, but not in your subscription agreement. If
this provision is
      not intended to apply to federal securities law claims, please amend your
exhibit to state
      the same, or tell us how you will inform future investors of this
limitation.
 Brian Doxtator
Commonwealth Thoroughbreds LLC
March 12, 2020
Page 2

      Please contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202)
551-
3264 with any questions.



                                                        Sincerely,
FirstName LastNameBrian Doxtator
                                                        Division of Corporation
Finance
Comapany NameCommonwealth Thoroughbreds LLC
                                                        Office of Trade &
Services
March 12, 2020 Page 2
cc:       Alan K. MacDonald
FirstName LastName