SecProbe.io

February 4, 2020
Ellery W. Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Re:1847 Holdings LLC
Registration Statement on Form S-1
Filed January 23, 2020
Fiel No. 333-236041
Dear Mr. Roberts:
            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 comments 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, we may have additional comments.
Form S-1 filed January 23, 2020
Cover Page
1.We note that your shares are quoted on the OTC Pink marketplace.  Please note that an at-
the-market resale offering under Rule 415 is not available for registrants quoted on the
OTC Pink marketplace. Please revise your prospectus to set a fixed price at which the
selling shareholders will offer and sell their shares until your shares are quoted on the
OTC Bulletin Board, the OTCQX, the OTCQB or listed on a national securities
exchange. Please make the appropriate revisions on the front cover page of the prospectus
and plan of distribution section.

 FirstName LastNameEllery W. Roberts
 Comapany Name1847 Holdings LLC
 February 4, 2020 Page 2
 FirstName LastName
Ellery W. Roberts
1847 Holdings LLC
February 4, 2020
Page 2
Description of Securities
Agreement to be Bound by our Operating Agreement; Power of Attorney, page 111
2.We note the waiver to trial by jury in Section 15.14 of your Second Amended and
Restated Operating Agreement.  Please include a description of this provision in your
prospectus and disclose whether the provision extends to U.S. federal securities law
claims.  If the jury trial waiver provision does apply to claims under the federal securities
laws, please revise your disclosure to state that by agreeing to the provision, investors will
not be deemed to have waived your compliance with the federal securities laws and the
rules and regulations promulgated thereunder.  Finally, please provide additional risk
factor disclosure related to the enforceability of the jury trial waiver provision, as
applicable.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Scott Anderegg, Staff Attorney at 202-551-3342 or Erin Jaskot, Legal
Branch Chief at 202-551-3442 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services