October 25, 2019

Brendan Kennedy
President and Chief Executive Officer
Tilray, Inc.
1100 Maughan Road
Nanaimo, BC V9X IJ2

       Re: Tilray, Inc.
           Registration Statement on Form S-4
           Filed October 11, 2019
           File No. 333-234160

Dear Mr. Kennedy:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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 registration 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 registration statement and the
information you
provide in response to the comment, we may have additional comments.

Registration Statement on Form S-4 filed October 11, 2019

Description of Tilray's Capital Stock
Choice of Forum, page 170

1.     We note your disclosure that Tilray's amended and restated certificate
of incorporation
       provides that the Court of Chancery of the State of Delaware will be the
exclusive forum
       for certain litigation, including any "derivative action." Please
disclose whether your
       forum selection provision applies to actions arising under the Exchange
Act. In that
       regard, Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits
       brought to enforce any duty or liability created by the Exchange Act or
the rules and
       regulations thereunder. If this provision does not apply to actions
arising under the
       Exchange Act, please tell us how you will inform investors in future
filings that the
       provision does not apply to Exchange Act claims. Please also revise the
related risk factor
 Brendan Kennedy
Tilray, Inc.
October 25, 2019
Page 2
      on page 56 accordingly. You also state that Tilray's amended and restated
certificate of
      incorporation provides that the federal district courts will be the
exclusive forum for
      resolving any complaint asserting a cause of action arising under the
Securities Act. We
      note Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state
      courts over all suits brought to enforce any duty or liability created by
the Securities Act
      or the rules and regulations thereunder. Please revise your disclosure to
state that
      investors cannot waive compliance with the federal securities laws and
the rules and
      regulations thereunder and expand the related risk factor on page 56 to
state that there is
      uncertainty as to whether a court would enforce such provision.
        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 Folake Ayoola at 202-551-3673 or Christine Westbrook at
202-551-
5019 with any other questions.



                                                             Sincerely,
FirstName LastNameBrendan Kennedy
                                                             Division of
Corporation Finance
Comapany NameTilray, Inc.
                                                             Office of Life
Sciences
October 25, 2019 Page 2
cc:       Alan D. Hambelton, Esq.
FirstName LastName