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                              April 5, 2022

       Martin Langelier
       General Counsel
       BRP Inc.
       726 Saint-Joseph Street
       Valcourt, Quebec
       Canada JOE 2LO

                                                        Re: BRP Inc.
                                                            Schedule 13E-4F
filed March 31, 2022
                                                            SEC File No.
5-90665

       Dear Mr. Langelier:

                We have conducted a limited review of your filing, based
specifically on your reliance on
       Rule 13e-4(g) to conduct this offer. Our review was limited to the
matter raised in the comment
       that follows. Please respond by amending your filing. If you do not
believe this
       comment applies to your facts and circumstances, please explain why in
your response.

              After reviewing your response to this comment, we may have
additional comments or
       questions. All defined terms used here have the same meaning as in your
tender offer materials.

       Schedule 13E-4F filed March 31. 2022

       Certain Conditions of the Offer, page 20

   1.                                                   Refer to the following
offer condition in subparagraph (f): "the Company shall have
                                                        determined, in its sole
judgment, acting reasonably, that the Purchase Price for a Share
                                                        exceeds the market
value of such Share at the time of the acquisition of such Share by the
                                                        Company pursuant to the
Offer, determined without reference to the Offer." Offer
                                                        conditions must be
objective, clearly described and outside the control of the bidder. All
                                                        offer conditions must
be satisfied or waived as of the expiration of the offer, not the date
                                                        of payment for tendered
shares. Where an offer condition is unclear or where it is
                                                        completely within the
control of the bidder, this may cause an offer to be illusory, in
                                                        contravention of
Regulation 14E's prohibition on manipulative tender offer practices.
                                                        Revise this offer
condition to more clearly describe what would "trigger" it and when
                                                        the determination would
be made. As drafted, it appears that the bidder could unilaterally
                                                        decide not to purchase
shares tendered within the specified modified Dutch auction
 Martin Langelier
BRP Inc.
April 5, 2022
Page 2




         range, if it determined that the offer price that the Company itself
established did not
         represent the fair value of such Share at the time of the acquisition.
We believe this could
         raise concerns under Regulation 14E.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to Christina Chalk, Senior Special
Counsel, at (202) 551-
3263.



FirstName LastNameMartin Langelier                             Sincerely,
Comapany NameBRP Inc.
                                                               Division of
Corporation Finance
April 5, 2022 Page 2                                           Office of
Mergers & Acquisitions
FirstName LastName