SecProbe.io

Mail Stop 3720

July 20 , 2016

Kathryn M. JohnBull
DLH Holdings Corp .
3565 Piedmont Road, NE
Building 3, Suite 700
Atlanta, Georgia 30305

Re: DLH Holdings Corp.
Registration Statement on Form S -3
Filed July 1 , 2016
  File No.  333 -212380

Dear Ms. JohnBull :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, 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 com ments apply 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 these  comments, w e may have  additional comments.

General

1. We note that the standby purchase agreement with Wynnefield has not been finalized.
Tell us whether it will be finalized prior to effectiveness.  If so, please file as an exhibit to
the registration statement.

Kathryn M. JohnBull
DLH Holdings Corp.
July 20, 2016
Page 2

 Risk Factors

If the rights offering is not fully subscribed, Wynnefield Capital Inc. (and its affiliates) may
increase its ownership percentage, page 16

2. If the possibility exists that Wynnefield could become the controlling shareholder of the
Company as a result of the standby purchase agreement, please highlight the possibility
in this risk factor.

Use of Proceeds, page 27

3. Disclose the interest rate and maturity of the subordinated notes being repaid with
proceeds from this offering.  See In struction 4 to Item 504 of Regulation S -K.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the  Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Kathryn M. JohnBull
DLH Holdings Corp.
July 20, 2016
Page 3

 You may contact Gregory Dundas, Attorney -Advisor, at (202) 551 -3436, or me at (202)
551-3810 with any questions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Michael A. G oldstein
 Becker & Poliakoff, LLP