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                                                             February 11, 2020

Glenn C. Worman
President and Chief Financial Officer
NATIONAL HOLDINGS CORP
200 Vesey Street
New York, NY 10281

       Re: NATIONAL HOLDINGS CORP
           Form 10-K for the fiscal year ended September 30, 2019
           Filed December 30, 2019
           File No. 001-12629

Dear Mr. Worman:

       We have reviewed your filing and have the following 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the fiscal year ended September 30, 2019

Note 13 - Commitments and Contingencies
Litigation and Regulatory Matters, page F-26

1.    We note your disclosures on page F-27 regarding litigation matters,
including your
      statement that you cannot predict with certainty eventual loss or range
of loss. Please
      revise your disclosure in future filings to provide an estimate of the
possible loss or range
      of loss if an exposure to loss exists in excess of amounts accrued. If
such an estimate
      cannot be made, include a definitive statement to that effect for matters
discussed. Refer
      to ASC 450-20-50-4.
Note 23 - Subsequent Event
Winslow, Evans & Crocker Acquisition, page F-27

2.    We note your disclosure regarding the acquisition of Winslow, Evans &
Crocker, and its
      affiliates ("WEC"). Please tell us the results of your significance tests
for purposes of
 Glenn C. Worman
NATIONAL HOLDINGS CORP
February 11, 2020
Page 2
         Article 11 and Rule 3-05 of Regulation S-X. In addition, ASC 805 does
not provide a
         materiality threshold for its required pro forma disclosures; please
ensure your future
         filings include all required disclosures.
        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.

       You may contact Cara Lubit at 202-551-5909 or Hugh West at 202-551-3872
if you have
questions regarding comments on the financial statements and related matters.

FirstName LastNameGlenn C. Worman                             Sincerely,
Comapany NameNATIONAL HOLDINGS CORP
                                                              Division of
Corporation Finance
February 11, 2020 Page 2                                      Office of Finance
FirstName LastName
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