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.
Statement on Form S-3
                                                            Filed January 8,
                                                            File No. 333-251995

       Dear Mr. Ault:

              This is to advise you that we have not reviewed and will not
review your registration

               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.


                          Division of Corporation Finance

                          Office of Manufacturing
       cc:                                              Henry Nisser, Esq.