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[Letterhead of
Sullivan & Cromwell LLP]

December 5, 2022

VIA EDGAR

U.S. Securities and Exchange Commission,

Division of Corporation Finance,

Office of Real Estate & Construction,

100 F Street, N.E.,

Washington, D.C. 20549.

  Attention:
  Ronald Alper

Jeffrey Gabor

    Re:

    DiamondHead Holdings Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed November 18, 2022

    File No. 001-39936

Ladies and Gentlemen:

On behalf of our client, DiamondHead Holdings Corp.
(the “Company”), this letter responds to a comment from the staff (the “Staff”) of the Division
of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) in a telephone conversation
on December 2, 2022 concerning the above-referenced Preliminary Proxy Statement on Schedule 14A, filed with the Commission on November
18, 2022 (the “Preliminary Proxy Statement”).

In response to the comment, the Company will revise
the risk factor captioned “If we are deemed to be an investment company for purposes of the Investment Company Act, we would be
required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon
our efforts to consummate a business combination, including the Business Combination, and liquidate the Company” in the definitive
proxy statement to provide as follows:

If we are deemed to be an investment company for purposes of
the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely
restricted and, as a result, we may abandon our efforts to consummate a business combination, including the Business Combination, and
liquidate the Company.

    Securities and Exchange Commission

    December 5, 2022

    -2-

As described further above, the SPAC Rule Proposals
relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company
Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of
 “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria,
including a limited time period to announce and complete a business combination. Specifically, to comply with the safe harbor, the SPAC
Rule Proposals would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with
a target company for a business combination no later than 18 months after the effective date of its registration statement for its
initial public offering (the “IPO Registration Statement”). The company would then be required to complete a business
combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently some uncertainty concerning
the applicability of the Investment Company Act to a SPAC, including a company like ours, that does not expect to complete a business
combination within 24 months after the effective date of the IPO Registration Statement. We do not expect to complete our initial business
combination within 24 months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered
investment company. Such a claim can be made even prior to 24 months of the effective date of the IPO Registration Statement.

If we are deemed to be an investment company for
purposes of the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance
requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless
we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to consummate a
business combination, including the Business Combination, and instead liquidate the Company. Were we to liquidate, our warrants would
expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company,
including potential price appreciation of our securities.

Further, on December 2, 2022, the Company
determined that it will convert all of its investments in the Company’s trust account into cash on or prior to the date of the
Special Meeting described in the Preliminary Proxy Statement, which will remain in the Company’s trust account. Updated
disclosure to reflect that determination will be reflected in the definitive proxy statement.

    Securities and Exchange Commission

    December 5, 2022

    -3-

Please contact me at (212) 558-4312 or downesr@sullcrom.com
if you have any questions or require any additional information in connection with this letter or the Preliminary Proxy Statement.

    Very truly yours,

    /s/ Robert W. Downes

    Robert W. Downes

  cc:
  David T. Hamamoto, DiamondHead Holdings Corp.

Michael Bayles, DiamondHead Holdings Corp.

Keith Feldman, DiamondHead Holdings Corp.

Audra Cohen, Sullivan & Cromwell LLP