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                  January 6, 2022

       Michael Forbes
       Chief Executive Officer
       Adastra Holdings Ltd.
       5451 - 275 Street
       Langley, British Columbia V4W 3X8
       Canada

                                                        Re: Adastra Holdings
Ltd.
                                                            Registration
Statement on Form 20-F
                                                            Filed November 8,
2021
                                                            File No. 000-56365

       Dear Mr. Forbes:

               We issued comments to you on the above captioned filing on
December 7, 2021. As of
       the date of this letter, these comments remain outstanding and
unresolved. We expect you to
       provide a complete, substantive response to these comments by January
20, 2022.

               If you do not respond, we will, consistent with our obligations
under the federal securities
       laws, decide how we will seek to resolve material outstanding comments
and complete our
       review of your filing and your disclosure. Among other things, we may
decide to release
       publicly, through the agency's EDGAR system, all correspondence,
including this letter, relating
       to the review of your filings, consistent with the staff's decision to
publicly release comment and
       response letters relating to disclosure filings it has reviewed.

              Please contact Jessica Ansart at (202) 551-4511 or Jeffrey Gabor
at (202) 551-2544 with
       any questions.




                  Sincerely,


                  Division of Corporation Finance

                  Office of Life Sciences
       cc:                                              Cam McTavish