United States securities and exchange commission logo January 15, 2021 Milton C. Ault, III Chairman and Chief Executive Officer DPW Holdings, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 Re: DPW Holdings, Inc. Registration Statement on Form S-3 Filed January 8, 2021 File No. 333-251995 Dear Mr. Ault: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Thomas Jones at 202-551-3602 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Henry Nisser, Esq.