SecProbe.io

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                         SHUMAKER, LOOP & KENDRICK, LLP
                                ATTORNEYS AT LAW

GREGORY C. YADLEY                   Suite 2800                     OTHER OFFICES
(813) 227-2238                101 East Kennedy Blvd.               CHARLOTTE, NC
gyadley@slk-law.com              Tampa, FL 33602                    COLUMBUS, OH
                                  (813) 229-7600                      TOLEDO, OH
                                Fax (813) 229-1660

                                 Mailing Address
                                 P.O. Box 172609
                              Tampa, FL 33672-0609

                                 August 26, 2005

VIA EDGAR AND FED EX
--------------------

Jessica Livingston, Senior Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-4561

      Re:   JB Oxford Holdings, Inc.
            Schedule 14C, filed July 7, 2005, File number 001-14911
            Schedule 13E-3 filed July 8, 2005, File number 005-41214

Dear Mr. Friar:

      On behalf of JB Oxford Holdings, Inc. (the "Company"), set forth below are
responses to the Staff of the Division of Corporation Finance's comment letter
dated August 5, 2005, with respect to the Company's Preliminary Schedule 14C
filed July 7, 2005, and Schedule 13E-3 filed July 8, 2005. For your convenience,
the Staff's comments are set forth in bold and followed by the Company's
response.

Schedule 13E-3
--------------

      1.    We note that this Schedule 13E-3 was filed on EDGAR one day later
            than the accompanying Schedule 14C. Please be advised that this
            Schedule 13E-3 must be filed at the same time as the soliciting
            materials. See Instruction C to Schedule 13E-3.

Response: Acknowledged.

<PAGE>

Jessica Livingston, Senior Counsel
August 26, 2005
Page 2

      2.    Please tell us what consideration you have given to including Mr.
            Jarratt, Third Capital Partners, LLC and/or the directors as filing
            persons on the Schedule 13E-3. Considering Mr. Jarratt's significant
            control over the company, it would appear that he is an affiliate
            engaged in the going private transaction. Refer to Section II.D.3.
            of our Current Issues Outline, available on our website at
            www.sec.gov/divisions/corpfin.shtml for guidance on this issue.

Response:   Christopher L. Jarratt and Third Capital Partners, LLC have been
            added as filing parties.

      3.    Each filing person must comply with the filing, disclosure and
            dissemination requirements of Rule l3e-3. Therefore, include all of
            the information required by Schedule 13E-3 and its instructions for
            each of the filing persons. This includes, but is not limited to,
            purposes, alternatives considered and reasons for engaging in the
            going private transaction. Also, each filing party, not just the
            issuer's board, must provide its own fairness determination. See
            Item 8 to Schedule 13E-3 and Q&A No. 5 of the Exchange Act Release
            No. 34-17719 (April 13, 1981).

Response:   The Information Statement and Schedule 13E-3 have been revised with
            Christopher L. Jarratt and Third Capital Partners, LLC as filing
            parties.

      4.    With regard to filing persons who are not natural persons, please
            provide the information called for by Items 3, 5, 6, 10 and 11 for
            each person controlling the corporation. See Instruction C to
            Schedule 13E-3.

Response:   The Information Statement and Schedule 13E-3 have been revised.

      5.    Please ensure that the Schedule 13E-3 is executed and dated by the
            authorized persons of the filing person(s) when filed. We note that
            it appears that this Schedule 13E-3 was not executed and the date
            has been left blank.

Response:   The original Schedule 13E-3 was executed by Mr. Christopher L.
            Jarratt on behalf of JB Oxford Holdings, Inc. on July 7, 2005. A
            conformed signature was inadvertently left off of the EDGARized
            copy. Amendment No. 1 to the Schedule 13E-3 is complete and has been
            executed and dated by each filing party.

<PAGE>

Jessica Livingston, Senior Counsel
August 26, 2005
Page 3

Shareholder Letter
------------------

      6.    Consider expanding this letter to state clearly and from the
            perspective of unaffiliated shareholders, the effects of the reverse
            stock split on shareholders and the company. Include the cash-out
            price to be paid, the deregistration under the Exchange Act, the
            loss of a quotation on Nasdaq and consequent illiquidity.

Response:   Revised as requested.

      7.    State that a vote in favor of the reverse split is assured because
            Mr. Jarratt and Third Partners own 57% of the stock and intend to
            vote in favor of the transaction.

Response:   Revised as requested.

      8.    Disclose that dissenters' appraisal rights are available to
            shareholders who perfect their state law dissenters' rights.

Response:   Revised as requested.

Schedule 14C
------------

General
-------

      9.    Please ensure that the information statement is clearly identified
            as being in preliminary form.

Response:   Revised as requested.

      10.   Please confirm that you will file a final amendment reporting the
            results of the going private transaction pursuant to Rule
            13e-3(d)(3).

Response:   Confirmed.

Summary Term Sheet, page 1
--------------------------

      11.   Substantially revise the summary term sheet to limit it to a brief
            description in bullet point format of the material terms of the
            transaction, such as each filing persons' fairness determination
            with respect to each group of unaffiliated shareholders. Present the
            information from the perspective of the unaffiliated shareholders.
            Also, revise to eliminate overlap with the Q&A and to order the
            disclosure so that the information of most interest to shareholders
            appears before other information. See Item 1001 of Regulation M-A.

<PAGE>

Jessica Livingston, Senior Counsel
August 26, 2005
Page 4

Response:   Revised as requested.

Fairness of the Transaction, page 5
-----------------------------------

      12.   Item 1014(a) of Regulation M-A requires a filing person on Schedule
            13E-3 to state a belief as to the fairness of the proposed Rule
            l3e-3 transaction to "unaffiliated security holders." Here and
            elsewhere the document states that the board "determined" or
            "deemed" the reverse stock split to be fair to "us and our
            shareholders." Please revise here, on page 19 and throughout to
            provide that the board and each filing person believes that the Rule
            13c-3 transaction is fair to each group of unaffiliated
            shareholders.

Response:   Revised as requested.

O&A, page 7
-----------

      13.   Limit your Q&A to serve one, discrete purpose, such as to provide
            voting and share exchange information, and to not duplicate earlier
            disclosure. Ideally, it should not exceed one page in length.
            Alternatively, consider moving it to follow the special factors
            section.

Response:   Revised as requested.

      14    We note the statement in the first Q&A that "the reverse stock split
            is being submitted to our shareholders for approval." See also on
            page 7, where you state "[w]hen the shareholders approve the reverse
            stock split...." Balance such statements with disclosure on how a
            vote in favor of the split is assured and proxies are not being
            solicited. Otherwise, readers might be led to believe that
            additional votes in favor of the transaction might be necessary in
            order for the resolution to pass. We also note the "How to Vote"
            section on page 10.

Response:   Revised as requested.

<PAGE>

Jessica Livingston, Senior Counsel
August 26, 2005
Page 5

Quorum; Vote Required to Approve the Reverse Stock Split, page 10
-----------------------------------------------------------------

      15.   Please state whether or not Christopher Jarratt's presence will
            constitute a quorum at the special meeting.

Response:   Revised as requested. See "The Special Meeting - Quorum; Vote
            Required To Approve The Reverse Stock Split; How To Vote."

Special Factors, page 11
------------------------

      16.   Move the special factors section to follow the forward looking
            statements section on page 9. See Rule 13e-3(e)(l)(ii), which
            requires that the information required by Items 7, 8, and 9 of
            Schedule 13E-3 be prominently disclosed in a "Special Factors"
            section in the front of the disclosure document.

Response:   Revised as requested.

Purpose and Reasons for the Reverse Stock Split, page 11
--------------------------------------------------------

      17.   Indicate in the subheading that this subsection also discusses the
            board's recommendation to shareholders.

Response:   The discussion of the board's consideration as to fairness has been
            moved to "Special Factors - Background Of The Transaction;
            Alternatives Considered; Fairness of the Transaction". The
            recommendation of the Board is set forth in the section entitled
            "Recommendation of the Board of Directors" which has been placed
            immediately after the Special Factors section.

      18.   In addition to the increased reporting and compliance costs,
            disclose any other factors related to JBOH's operations,, current
            business prospects and recent operating history that influenced the
            timing of the 13E-3 transaction. See Item 1013 (c) of Regulation
            M-A.

Response:   Revised as requested.

      19.   You mention that "the benefits that we and our shareholders would
            typically expect to derive from our status as a public company are
            not being realized and are not likely to be realized in the
            foreseeable future." Please revise to elaborate upon the benefits to
            which you refer and on the reasons they were not realized.

<PAGE>

Jessica Livingston, Senior Counsel
August 26, 2005
Page 6

Response:   Revised as requested.

      20.   Please disclose what amount of the fees for the SEC's public
            reporting requirements relate to one-time, upfront initial fees for
            investment regarding compliance (e.g., learning curve) that will not
            recur or will be less in following years.

Response:   Revised as requested. The costs disclosed in the Information
            Statement represent ongoing annual compliance fees. The board did
            not quantify the one-time, upfront initial fees for investment
            regarding compliance. Based on discussions with its prior and
            current auditors, the directors were cognizant that significant fees
            likely would be incurred in order to comply with Section 404 of the
            Sarbanes-Oxley Act.

      21.   On page 12, you refer to the factors the board considered in
            reaching its decision to approve and recommend the reverse stock
            split. If these factors were also considered in arriving at the
            board's determination as to the fairness of the transaction, please
            revise to indicate this or clarify that these are the reasons why
            the board has approved the reverse stock split. Please also address
            whether the board considered the taxable nature of the transaction
            in recommending its approval.

Response:   Revised as requested, except with respect to the board's
            consideration of the taxable nature of the transaction in
            recommending its approval. The board did not consider the taxable
            nature of the transaction or discuss it due to its immaterial impact
            on shareholders. The most any shareholder should receive as a result
            of the transaction is $293.00 in cash (99 pre-split shares times
            $2.96), and tax will be due only on the difference between such
            amount and the shareholder's basis in the stock. We do not believe
            that a discussion of this point in the Information Statement is
            warranted.

Background of the Transaction; Alternatives Considered.... page 13
------------------------------------------------------------------

      22.   We note your current disclosure on the meetings of the board of
            directors. Please expand the discussion of the background of the
            reverse stock split to describe such meetings, negotiations,
            contacts, etc. among board members, management and/or third parties.
            In doing so, please identify the participants in and initiators of
            each meeting or contact and the date (if there are more than those
            already disclosed) of each meeting. In particular, we note the
            following:

<PAGE>

Jessica Livingston, Senior Counsel
August 26, 2005
Page 7

            a.    What members of management and/or the board were involved in
                  these determinations?
            b.    Discuss the role of the individuals who will control the
                  company after the transaction and describe how they
                  participated in structuring the terms of the transaction.
            c.    Disclose the material items and terms discussed at each
                  meeting.
            d.    Disclose when the board made its fairness determination.
            e.    Elaborate upon how the board determined that the midpoint of
                  the range of values, as opposed to some other number within
                  that range, was deemed to be the "best estimate of the fair
                  value of the common stock."
            f.    Elaborate upon how the board arrived at the ratio of 100:1, as
                  opposed to a lower ratio, considering this ratio will reduce
                  the number of shareholders well under the threshold that will
                  allow deregistration.

Response:   Other than the meetings disclosed, there were no other material
            meetings, negotiations or contacts among board members or with
            management and/or third parties. Where necessary, we have expanded
            the discussion to provide the additional disclosures requested by
            the staff. We supplementally provide the following information:

                  a)    Where "the board" is referenced, it refers to all of the
                        members of the board of directors. Where "management" is
                        referenced, it refers to Christopher L. Jarratt, Chief
                        Executive Officer (and Chairman of the Board of
                        Directors), Barry S. Fischer, General Counsel and
                        Secretary, and Michael J. Chiodo, Chief Financial
                        Officer. The only determinations that were made were
                        made by the board, including Mr. Jarratt.
                  b)    It is anticipated that there will be no change in the
                        directors or officers immediately following the
                        transaction. The structure of the transaction was
                        determined by the bo