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    11100 Santa Monica Blvd., Suite 800

    Los Angeles, CA 90025

    Tel: (310) 966-1444

    www.brileyfin.com

November 1, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Michael Volley, Amit Pande and John Stickel

 Re: B.
Riley Financial, Inc.

Form 10-K for Fiscal Year Ended December 31,
2023

Form 10-Q for Quarter Ended March 31, 2024

File No. 001-37503

Ladies and Gentlemen:

On behalf of B. Riley Financial, Inc. (“we” or “the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) received by letter dated September 20, 2024, relating to the Company’s Form 10-K for Fiscal
Year Ended December 31, 2023 and Form 10-Q for Quarter Ended March 31, 2024.In this letter, we have recited the comments from the Staff
in italicized type and have followed each comment with the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2023

General

 1. We note that in recent investor calls you have referenced the importance of your senior notes or "baby
bond" business. For example, during the earnings call on February 22, 2023, you stated that "one of the smartest things we did
is we sold a lot of baby bonds at yields of 5.5% and 6%." During the earnings call on February 23, 2022, you stated that you "have
a really meaningful baby bond business." In future filings, please revise Business and Management's Discussion and Analysis to provide
additional quantitative and qualitative detail about your baby bond business and its relative importance to your operations and liquidity.

Response to Comment 1:

The Company respectfully informs the staff that
the two statements referenced in this comment refer to two series of capital raising transactions. First, Mr. Riley’s comments on
the February 22, 2023 earnings call relate to the fact that the Company raised capital for its own financing purposes by issuing unsecured
senior notes issued and traded in increments of $25 (also known as baby bonds). In 2021, the Company issued senior notes in the following
principal amounts: (i) $44.1 million of the 6.50% senior notes; (ii) $13.6 million of the 6.375% senior notes; (iii) $259.3 million of
the 6.00% senior notes; (iv) $214.2 million of the 5.50% senior notes; (v) $397.3 million of the 5.25% senior notes; and (vi) $322.7 million
of the 5.00% senior notes. The Company issued these senior notes during a period of historically low and declining interest rates, which,
as Mr. Riley noted, in hindsight, proved to be advantageous, because it allowed the Company to refinance higher interest indebtedness
and fund its operations at a lower cost of capital.

Second, Mr. Riley’s comments on the February
23, 2022 earnings call relate to the Company’s broker-dealer subsidiary, B. Riley Securities, Inc. (“B. Riley Securities”),
and its numerous underwritten baby bond offerings for its issuer clients. B. Riley Securities earned underwriting fees from its baby bond
underwriting activities of $64.3 million in 2021, $6.3 million in 2022, and $2.1 million in 2023, representing approximately 8.2%, 4.2%%,
and less than 1% of B. Riley Securities’ revenues, respectively. In relation to the Company’s total consolidated revenues,
these baby bond underwriting fees represent approximately 4.1%, 0.6% and 0.1% of the Company’s total consolidated revenues during
the years ended December 31, 2021, 2022 and 2023, respectively.

    B. Riley Financial, Inc.|  www.brileyfin.com |  NASDAQ: RILY 1

    Securities & Exchange Commission November 1, 2024

We believe baby bond underwriting activities are
part of a wide variety of capital markets solutions that B. Riley Securities offers to its clients, along with, for example, common stock
underwritings, institutional bond offerings, “at-the-market” offerings of both debt and equity securities, private placements
of both debt and equity securities, restructuring and M&A financial advisory services. In future filings, while we will give consideration
to the relative importance of the baby bond business in formulating our Business and Management’s Discussion and Analysis (“MD&A”),
in light of the relatively small overall contribution of revenue from underwriting fees from baby bonds to both B. Riley Securities’
revenues and the Company’s consolidated total consolidated revenues, we believe that no revisions in our future filings are merited
at this time.

Business, page 1

 2. We note the statement on page 2 that you "periodically participate in loans and financing arrangements
for entities in which [you] have an equity ownership and representation on the board of directors." We also note your disclosure
on page 157 that identifies certain transactions, beginning with Babcock and Wilcox. In future filings here and where appropriate, please
clarify the nature and scope of these transactions, including, for example, their approximate, aggregate size, your underwriting or loan
approval process and standards and how these transactions fit within your business segments and overall approach to investing and operating
the "platform."

Response to Comment 2:

The Company respectfully acknowledges the Staff’s
comment, and notes that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended (the “2023
10-K”), contains descriptions of the subject lending activities in Recent Developments on page 5, and in the following notes to
our consolidated financial statements: (a) note 2(f) - Concentration of Credit Risk; (b) note 2(r) - Loans Receivable; and (c) note 22
– Related Party Transactions. In the annual report on Form 10-K for the year ended December 31, 2024 (the “2024 10-K”),
we will (i) expand the description of our direct lending business and activities to include the size and nature of material transactions
where we periodically participate in loans and financing arrangements for entities in which we have an equity ownership and/or representation
on the board of directors that we have provided elsewhere as indicated and (ii) add a description of our underwriting process and standards
and how these transactions fit within our business segments and operations. Additionally, we will update these disclosures as appropriate
in subsequent quarterly reports on Form 10-Q for any material developments or changes.

Wealth Management, page 3

 3. Please revise future filings to discuss the composition of wealth management revenue by activity (e.g.;
advisory, brokerage, etc.) and discuss any material trends. To the extent that revenue from the advisory business is material, please
revise to include a rollforwards of assets under management (AUM) in appropriate detail and disclose average asset management fees.

    Response to Comment 3:

    The Company respectfully acknowledges the
Staff’s comment, and note that during the year ended December 31, 2023, approximately 45% and 37% of the wealth management segment’s
total revenues are comprised of brokerage revenues and advisory revenues, respectively. In future annual reports on Form 10-K, including
the 2024 10-K, we will add a discussion of the composition of wealth management segment revenue by activity in our discussion of the
Wealth Management Segment business. In future periodic reports, we will also expand our discussion of wealth management segment revenues
to include the composition of Wealth Management Segment revenues and to the extent necessary the assets under management and average
asset management fees in our Management Discussion and Analysis of Financial Condition and Results of Operations – Revenues. We
will also, as appropriate, and to the extent there are material changes in advisory assets under management add a roll-forward schedule
of assets under management in future periodic filings, including the 2024 10-K. In that regard, since advisory assets under management
were $8.0 billion at December 31, 2023 and June 30, 2024 and did not change materially, we will expand our discussion during the six
months ended June 30, 2024 to include a table with the composition of wealth management revenues, assets under management at period end,
and average asset management fees in our Management Discussion and Analysis of Financial Condition and Results of Operations –
Revenues in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “2024 Q2 10-Q”).

    B. Riley Financial, Inc.|  www.brileyfin.com |  NASDAQ: RILY 2

    Securities & Exchange Commission November 1, 2024

Item 3. Legal Proceedings, page 48

 4. Please ensure you describe in future filings any material pending legal proceedings including proceedings
contemplated by governmental authorities. Refer to Item 103 of Regulation S-K for guidance.

Response to Comment 4:

The Company respectfully acknowledges the Staff’s
comment, and notes that the Company believes that it has complied with the disclosure requirements of Item 103 of Regulation S-K in the
2023 10-K. In future periodic filings, we will describe any material pending legal proceedings including material proceedings contemplated
by governmental authorities of which we have knowledge and we will include disclosure in our 2024 Q2 10-Q of the previously disclosed
subpoenas received from the Division of Enforcement.

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations, page 51

 5. Please revise future filings to provide information and analysis, including rollforwards if appropriate,
to enhance a reader’s understanding of your financial condition including discussion of trends. Specifically include appropriate
detail, in a tabular format, of the loans receivable balance and the securities and other investments owned balance at each period end
presented. For loans receivable, to the extent that each item continues to be material, include sub-sections for related party amounts,
balances by type of borrower or risk and separately present each individually significant loan balance. For investments, include appropriate
classes such as private equity, public equity, etc. and separately present each individually significant investment. Refer to Item 303
of Regulation S-K.

Response to Comment 5:

The Company respectfully acknowledges, and note
that the Company’s consolidated financial statements include: (a) disclosures of loans receivable where the Company has a concentration
of risk (note 2(r) – Concentration of Risk located on page 102 of the 2023 10-K); (b) disclosure of loans receivable where the Company
has a significant balance (note 2(s) – Loans Receivable located on page 105 of the 2023 Form 10-K); (c) disclosure of loans receivable
balances to related parties (see note 22 – Related Party Transactions located on page 157 of the 2023 10-K); and (d) disclosure
of significant investments (see note 2(s) Securities and Other Investments Owned and Securities Sold Not Yet Purchased on page 107 of
the 2023 10-K). While we will continue as appropriate to include the disclosures described above in the notes to our consolidated financial
statements, we will add as suggested additional information and analysis and expand our discussion of our financial condition and trends
to the extent necessary, as appropriate, in our MD&A in future periodic filings, including the 2024 10-K, to enhance a reader’s
understanding of our financial condition and trends in our business with appropriate detail, in tabular format, of loans receivable and
securities owned and other investments owned. We will also include in tabular format in our future period filings, including the 2024
Q2 10-Q, the name of the borrower and type of borrower or risk with subsections for related party loans receivable and, in a separate
table, investments with the classes of securities for individually significant investments when we file our 2024 Q2 10-Q.

 6. Please revise future filings to provide an analysis, in a tabular format, of the fair value adjustments
on loans recognized in each period presented. Specifically identify each individual loan that had a significant change in fair value during
any period presented and discuss the reasons for the change. For the remainder of the fair value adjustments, include appropriate detail
for an investor to clearly understand what is driving the gains/losses recognized in this line item. Refer to Item 303 of Regulation S-K.

Response to Comment 6:

The Company respectfully acknowledges the Staff’s
comment, and notes that the Company’s consolidated financial statements includes disclosure of loans receivable for which a significant
balance is outstanding along with the fair value adjustments for individually significant loans (note 2(s) – Loans Receivable located
on page 105 of the 2023 Form 10-K). While we will continue, as appropriate, to include the disclosures of loans receivable where a significant
balance is outstanding, along with the fair value adjustments for individually significant loans, in the notes to our consolidated financial
statements in future periodic filings, including the 2024 Q2 10-Q and the 2024 10-K, we will, as the Staff suggests, add a description,
in tabular format, as appropriate, of the fair value adjustments on loans recognized in each period presented with the identification
of individual loans that have a material change in fair value and we will add as appropriate additional detail or information to provide
a better understanding of what drives the gains/losses recognized.

    B. Riley Financial, Inc.|  www.brileyfin.com |  NASDAQ: RILY 3

    Securities & Exchange Commission November 1, 2024

 7. Please revise future filing to provide an analysis, in a tabular format, of the underlying sources
and drivers of realized and unrealized gains/losses on investments for each period presented. Specifically, identify each individual investment
that had a significant realized or unrealized gain/loss during any period presented. For the remainder of the gains/losses recognized,
include appropriate detail for an investor to clearly understand what is driving the gains/losses recognized in this line item including
whether they are related to public or private equities. Additionally, please separately identify realized and unrealized gains/losses
recognized each period. Refer to Item 303 of Regulation S-K.

Response to Comment 7:

The Company respectively acknowledges the Staff’s
comment, and notes that the Company’ consolidated financial statements include disclosures of significant investments (see note
2(s) Securities and Other Investments Owned and Securities Sold Not Yet Purchased on page 107 of the 2023 Form 10-K). While we will continue,
as appropriate, to include the disclosures of significant investments that are included in securities and other investments in the notes
to our consolidated financial statements and in future periodic filings, including the 2024 Q2 10-Q and the 2024 10-K, and we will, as
the Staff suggests, add a description, in tabular format, as appropriate, of the fair value adjustments on loans recognized in each period
presented with the identification of individual loans that have a material change in fair value. We will also add additional information
as appropriate to provide a better understanding of what drives the gains/losses recognized for the investments.

 8. We note your several business segments and emphasis of the diversity of operations referenced in a
recent earnings call. Please revise future filings to provide more informative, clear and understandable descriptions in Management's
Discussion and Analysis. For example, given the complexity and wide range of operations, consider providing an introductory section addressing
the most important matters on which the company's executives focus in evaluating financial condition and operating performance, and provide
context for the dis