SecProbe.io

April 15, 2014

Via E -mail
Ellery W. Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Avenue, 18th Floor
New York, NY  10022

Re: 1847 Holdings LLC
Amendment No. 2 to Registration Statement on Form S -1
Filed April 4 , 2014
  File No. 333 -193821

Dear Mr. Roberts :

We have reviewed Amendment No. 2 to your registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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, we may have  additional comments.

Summary, page 4

1. We note your response to comment 1 of our letter dated March 31, 2014.  Please revise
your disclosure on page 4, where you state that you seek to acquire controlling interests
in businesses, to clarify that you intend to make these businesses your majority -owned
subsidiaries and that you intend to actively manage and grow such businesses.

Acquisition Strategy, page 9

2. We note your response to comment 3 of our letter dated March 31, 2014, and your risk
factor disclosure on page 36 that you will use revenu es from your management
consulting business in their entirety to cover operating expenses.  Please revise your
prospectus summary to clarify that until you begin making acquisitions, all of the
revenues generated from your management consulting business wi ll be used to cover
operating expenses, including management fees.

Ellery W. Roberts
1847 Holdings LLC
April 15, 2014
Page 2

 Organizational Chart, page 13

3. We note your response to comment 6 of our letter dated March 31, 2014 .  Please disclose
that Mr. Roberts holds a minority interest in PPI Acquisition Hol dings LLC and Peekay
Acquisition LLC.

Special Note Regarding Forward -Looking Statements, page  40

4. We note your response to comment 8 of our letter dated March 31, 2014.  Please revise
your disclosure to clarify that the bulleted points are factors that  may impact your
forward -looking statements.

Management Fee, page 48

Offsetting Management Services Agreements, page 48

5. We note your response to comment 11 of our letter dated March 31, 2014.  Please revise
your disclosure to clarify that your manager will provide the services described on page
48 for your subsidiaries, regardless of whether your manager and the subsidiary enter into
an offsetting management services agreement, or advise.

Management, page 86

Board of Directors, Executive Officers, page 86

Ellery W. Roberts, page 86

6. We note your response to comment 13 of our letter dated March 31, 2014.  We also note
your disclosure on page 9 that you believe Mr. Roberts has a successful track record of
acquiring and managing small to middle market businesses.  Please disclose how you
define a “successful track record” in this context, as well as any adverse experiences of
Mr. Roberts in acquiring and managing these businesses.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be  certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Ellery W. Roberts
1847 Holdings LLC
April 15, 2014
Page 3

 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
acknowle dging 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, acti ng 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 declarat ion 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 of 1933 and the Securities Exchange Act of 1 934 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.

You ma y contact  Isaac Esquivel, Staff Accountant, at (202) 551 -3395, or Daniel Gordon,
Branch Chief, at (202) 551 -3486 if you have questions regarding comments on the financial
statements and related matters.   Please contact  Coy Garrison, Staff Attorney, at (202 ) 551 -3466,
or me at (202) 551 -3585 with any other questions .

Sincerely,

 /s/ Stacie D. Gorman

Stacie Gorman
Attorney -Advisor

cc: Louis Bevilacqua, Esq . (via e -mail)