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 August 11, 2025

Vernice Howard
Chief Financial Officer
1847 Holdings LLC
260 Madison Avenue, 8th Floor
New York, NY 10016

 Re: 1847 Holdings LLC
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41368
Dear Vernice Howard:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
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 filename1.htm

 1847 Holdings LLC

 260 Madison Avenue, 8th Floor

 New York, NY 10016

 August 8, 2025

U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC. 20549

 Attn: Suying Li

 Rufus Decker

 Re: 1847 Holdings LLC

 Form 10-K for Fiscal Year Ended December 31, 2024 Statement
on Form S-1

 File No. 001-41368

 Ladies and Gentlemen:

 We hereby submit the response of 1847 Holdings
LLC (the " Company ") to the comment of the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission ") set forth in the Staff's letter, dated July 31, 2025, providing the Staff's comment with
respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the " the Form 10-K ").
For the convenience of the Staff, the Staff's comment is included and is followed by the response of the Company.

 Form 10-K for Fiscal Year Ended December 31, 2024

 Exhibits

 1. Please amend your Section 906 certifications in Exhibits 32.1 and 32.2 to reference the correct fiscal
year end of December 31, 2024, rather than December 31, 2023. Refer to Item 601(b)(32) of Regulation S-K.

 Response : We have corrected
the typographical error in Exhibits 32.1 and 32.2 so that such exhibits reference the fiscal year ended December 31, 2024, and filed such corrected exhibits on Form 10-K/A.

 If you would like to discuss the response to the
Staff's comments or if you would like to discuss any other matters, please contact the undersigned at (212) 417-9800 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

 Sincerely,

 1847 Holdings LLC

 By:
 /s/ Ellery W. Roberts

 Ellery W. Roberts

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

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 July 31, 2025

Vernice Howard
Chief Financial Officer
1847 Holdings LLC
260 Madison Avenue, 8th Floor
New York, NY 10016

 Re: 1847 Holdings LLC
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-41368
Dear Vernice Howard:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for Fiscal Year Ended December 31, 2024
Exhibits

1. Please amend your Section 906 certifications in Exhibits 32.1 and 32.2
to reference
 the correct fiscal year end of December 31, 2024, rather than December
31, 2023.
 Refer to Item 601(b)(32) of Regulation S-K.
 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.
 July 31, 2025
Page 2

 Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769
if you
have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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 1847 Holdings LLC

 260 Madison Avenue, 8th Floor

 New York, NY 10016

 July 24, 2025

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Rebekah Reed

 Re: 1847 Holdings LLC

 Registration Statement on Form S-1 (File No.
333-286427)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, 1847 Holdings LLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") and declare such Registration Statement
effective at 4:00 p.m. (Eastern Time) on Monday, July 28, 2025, or as soon thereafter as practicable.

 It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100 .

 Respectfully,

 1847 Holdings LLC

 By:
 /s/ Ellery W. Roberts

 Ellery W. Roberts

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

CORRESP
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 1847 Holdings LLC

 260 Madison Avenue, 8th Floor

 New York, NY 10016

 July 10, 2025

U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC. 20549

 Attn: Rebekah Reed

 Re:
 1847 Holdings LLC

 Amendment No. 1 to Registration Statement on Form S-1

 Filed June 5, 2025

 File No. 333-286427

 Ladies and Gentlemen:

 We hereby submit the responses of 1847 Holdings
LLC (the " Company ") to the comments of the staff (the " Staff ") of the U.S. Securities and Exchange
Commission (the " Commission ") set forth in the Staff's letter, dated June 24, 2025, providing the Staff's comments
with respect to the Company's Registration Statement on Form S-1 (as amended, the " Registration Statement ").
For the convenience of the Staff, each of the Staff's comments is included and is followed by the corresponding response of the Company.

 Amendment No. 1 to Registration Statement on Form S-1 filed June
5, 2025

 Prospectus Summary

 Private Placement Transaction, page 2

 1. While we note your response to prior comment 2, the term "cashless exercise" is generally
understood to refer to a method of exercise by which the number of shares receivable by the holder is reduced by an amount equal in value
to the aggregate exercise price the holder would otherwise pay to exercise the warrants. This does not appear to be accurate with respect
to the "alternative cashless exercise" provision in Section 2.3 of the form of Series A warrant filed as Exhibit 4.2. Therefore,
we reissue the request that you remove all references to an "alternative cashless exercise" and exercise of the Series A warrants
on a "cashless basis." Exclusively use "zero exercise price" to convey that no exercise price will be paid, either
in cash or forfeited shares, and the Series A warrant holders will be entitled to receive more shares than they would under the cash or
typical cashless exercise terms. Where you state that you "may" receive proceeds from the Series B warrants, please address
that it is unlikely that the investors will exercise the Series B warrants when they could exercise the Series A warrants, pay no exercise
price, and receive 1.25 shares instead of 1 share.

 Response : We have revised the
Registration Statement in accordance with the Staff's comment. We did not specifically state that it is unlikely that the investors
will exercise the series B warrants at all since we believe that the investors would exercise the series B warrants after selling their
common stock and exercising their pre-funded warrants and series A warrants. Instead, we added disclosure stating that the series B warrants
will likely not be exercised for the foreseeable future.

 Risk Factors

 The number of shares being registered for resale is significant
in relation to our outstanding shares…, page 7

 2. We note your response to prior comment 4 and reissue in part. Describe in further detail how the exercise
price reset provisions of the warrants and the zero exercise price provision of the Series A warrant may amplify dilutive impacts and
result in continuous downward pressure to the trading price of your common shares. Explain how the exercise of the warrants and resale
of the underlying shares may impact your ability to regain or meet stock exchange listing standards.

 Response : We have revised the
Registration Statement in accordance with the Staff's comment.

 General

 3. We note your statement that you cannot conduct a reverse share split to meet or regain compliance with
NYSE American listing requirements until at least July 2026, as well as disclosure contemplating "a period of trading on the OTC
market," specifically OTC Pink. Please tell us whether your delisting from NYSE American and quotation on OTC Pink have been finalized,
and if not, the anticipated timing. In this regard, an at-the-market resale offering pursuant to Rule 415 under the Securities Act is
not available for registrants quoted on OTC Pink because OTC Pink is not an established trading market for purposes of satisfying Item
501(b)(3) of Regulation S-K. If you are or will be quoted on OTC Pink, please revise to disclose a fixed price at which the selling shareholders
will offer and sell the shares. Alternatively, explain to us your plans with regards to the pricing of the offering and listing or quotation
status. Please also note that we continue to consider your response to prior comment 6.

 Response : As disclosed in
a Form 8-K filed on July 8, 2025, our appeal of NYSE American's delisting determination has been rejected, and NYSE American
filed a Form 25 on July 9, 2025 to delist the Company's common shares from NYSE American. As stated in the Form 8-K, we have
submitted an application for the quotation of the Company's common shares on the OTCQB market, which application is still in
process. We have revised the Registration Statement to provide a fixed price at which the selling shareholders will offer and sell
the shares prior to the quotation of the Company's common shares on the OTCQB market.

 If you would like to discuss any of the responses
to the Staff's comments or if you would like to discuss any other matters, please contact the undersigned at (212) 417-9800
or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

 Sincerely,

 1847 Holdings LLC

 By:
 /s/ Ellery W. Roberts

 Ellery W. Roberts

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

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 June 24, 2025

Ellery W. Roberts
Chief Executive Officer
1847 Holdings LLC
260 Madison Avenue, 8th Floor
New York, NY 10016

 Re: 1847 Holdings LLC
 Amendment No. 1 to Registration Statement on Form S-1
 Filed June 5, 2025
 File No. 333-286427
Dear Ellery W. Roberts:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our April 28,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1 filed June 5, 2025
Prospectus Summary
Private Placement Transaction, page 2

1. While we note your response to prior comment 2, the term "cashless
exercise" is
 generally understood to refer to a method of exercise by which the
number of shares
 receivable by the holder is reduced by an amount equal in value to the
aggregate
 exercise price the holder would otherwise pay to exercise the warrants.
This does not
 appear to be accurate with respect to the "alternative cashless
exercise" provision in
 Section 2.3 of the form of Series A warrant filed as Exhibit 4.2.
Therefore, we reissue
 the request that you remove all references to an "alternative cashless
exercise" and
 exercise of the Series A warrants on a "cashless basis." Exclusively use
"zero exercise
 price" to convey that no exercise price will be paid, either in cash or
forfeited
 June 24, 2025
Page 2

 shares, and the Series A warrant holders will be entitled to receive
more shares than
 they would under the cash or typical cashless exercise terms. Where you
state that you
 "may" receive proceeds from the Series B warrants, please address that
it is
 unlikely that the investors will exercise the Series B warrants when
they could
 exercise the Series A warrants, pay no exercise price, and receive 1.25
shares instead
 of 1 share.
Risk Factors
The number of shares being registered for resale is significant in relation to
our outstanding
shares..., page 7

2. We note your response to prior comment 4 and reissue in part. Describe
in further
 detail how the exercise price reset provisions of the warrants and the
zero exercise
 price provision of the Series A warrant may amplify dilutive impacts and
result in
 continuous downward pressure to the trading price of your common shares.
Explain
 how the exercise of the warrants and resale of the underlying shares may
impact your
 ability to regain or meet stock exchange listing standards.
General

3. We note your statement that you cannot conduct a reverse share split to
meet or regain
 compliance with NYSE American listing requirements until at least July
2026, as well
 as disclosure contemplating "a period of trading on the OTC market,"
specifically
 OTC Pink. Please tell us whether your delisting from NYSE American and
quotation
 on OTC Pink have been finalized, and if not, the anticipated timing. In
this regard, an
 at-the-market resale offering pursuant to Rule 415 under the Securities
Act is not
 available for registrants quoted on OTC Pink because OTC Pink is not an
established
 trading market for purposes of satisfying Item 501(b)(3) of Regulation
S-K. If you are
 or will be quoted on OTC Pink, please revise to disclose a fixed price
at which the
 selling shareholders will offer and sell the shares. Alternatively,
explain to us your
 plans with regards to the pricing of the offering and listing or
quotation status. Please
 also note that we continue to consider your response to prior comment 6.
 Please contact Rebekah Reed at 202-551-5332 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Louis A. Bevilacqua
</TEXT>
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CORRESP
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 1847 Holdings LLC

 260 Madison Avenue, 8th Floor

 New York, NY 10016

 June 5, 2025

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC. 20549

 Attn: Rebekah Reed

 Re: 1847 Holdings LLC

 Registration Statement on Form S-1

 Filed April 7, 2025

 File No. 333-286427

 Ladies and Gentlemen:

 We hereby submit the responses of 1847 Holdings
LLC (the “ Company ”) to the comments of the staff (the “ Staff ”) of the U.S. Securities and Exchange
Commission (the “ Commission ”) set forth in the Staff’s letter, dated April 28, 2025, providing the Staff’s
comments with respect to the Company’s Registration Statement on Form S-1 (as amended, the “ Registration Statement ”).
For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the
Company.

 Registration Statement on Form S-1 filed April 7, 2025

 Cover Page

 1. Disclose on the cover page and in the Offering section the current exercise price of the warrants and
summarize the exercise price reset provisions of the warrants. Highlight the number of shares underlying the Series A and Series B warrants
that have already been registered, and state whether you are registering the remaining maximum number of shares that could be issued upon
exercise of the Series A and Series B warrants. If you are not, quantify the estimated number of remaining shares. Describe the zero exercise
price provision of the Series A warrants and that the number of shares issuable upon exercise of the Series A warrants therefore increases
as the stock price falls below the initial exercise price of the warrants.

 Response : We have revised the
Registration Statement to address the Staff’s comment. Specifically, we have disclosed the current exercise price of the series
A warrants and series B warrants, and we have summarized the exercise price reset provisions applicable to each series. We have also clarified
the number of shares underlying the series A warrants and series B warrants that have already been registered. The Registration Statement
now states that we are registering the maximum number of shares that could be issued upon exercise of the series A warrants and series
B warrants, based on the current Floor Price. However, because the Floor Price is subject to adjustment upon the occurrence of each
Share Combination Event (as defined in the Registration Statement), it is not possible to quantify the absolute maximum number of shares
that could ultimately be issued upon exercise of these warrants. We have included disclosure to this effect, noting that, absent a Share
Combination Event, the number of shares registered represents the maximum issuable upon exercise of the warrants.

 With respect to the series A warrants,
we respectfully advise the Staff that the statement that the number of shares issuable upon exercise of the series A warrants increases
as the stock price falls below the initial exercise price is not accurate. The series A warrants are subject to the same adjustment provisions
as the series B warrants, as described in response to Comment 3 below, and do not have any special or unique adjustment features. The
primary distinction is that the series B warrants may be exercised on a standard cashless (net exercise) basis, while the series A warrants
may be exercised on an alternative cashless basis for 1.25 common shares, with no payment in cash or shares required.

 Prospectus Summary

 Private Placement Transaction, page 2

 2. Please remove your reference to the “alternate cashless exercise option” of the Series
A warrants and instead use the term “zero exercise price” or another appropriate term to convey that, in addition to the company
receiving no cash upon the “cashless exercise,” the Series A warrant holders would be entitled to receive more shares than
they would under the cash exercise terms. Where you state on the cover page and in the Offering and Use of Proceeds section that you
will not receive any proceeds from exercise of the Series A warrants, disclose why this is the case.

 Response : We respectfully advise
the Staff that the term “alternative cashless exercise” was used in the Registration Statement because that is the term used
in the series A warrants and we believe that it better distinguishes the provision in the series A warrants from the standard “cashless
exercise” provision contained in the series B warrants. However, we have added the following sentence after the description of this
provision: “Accordingly, each series A warrant may be exercised on a cashless (zero exercise price) basis for 1.25 common shares.”

 We have also added the following statement
in the Use of Proceeds descriptions per the Staff’s comment: “We will not receive any proceeds from the exercise of the series
A warrants held by the selling shareholders because they may be exercised on a cashless basis (zero exercise price) for 1.25 common shares
under the alternative cashless exercise provision contained in the series A warrants.”

 3. We note that the exercise price of the Series A and Series B warrants has reached the adjusted floor
price. State clearly whether the exercise price may be adjusted further downwards, and if so, describe and provide examples of circumstances
that would result in such adjustment(s).

 Response : We respectfully advise
the Staff that the above statement is not accurate. The exercise prices of the series A warrants and the series B warrants have not reached
the floor price of $0.054 and remain at $0.81 and $0.54, respectively. As stated in the Registration Statement, the exercise prices are
subject to adjustment (i) in the event of a Share Combination Event (as defined in the Registration Statement), (ii) on the Reset Date
(as defined in the Registration Statement) and (iii) in the event of a subsequent equity sale at a lower price than the exercise prices
then in effect. There have been no Share Combination Events or subsequent equity sales since the warrants were issued. With respect to
the Reset Date, that has not yet occurred because, as is stated in the definition of Reset Date, the Reset Date occurs on the earlier
of (i) the date on which for twenty (20) consecutive trading days all Registrable Securities (as defined in the Registration
Statement) have become and remained registered pursuant to an effective registration statement, (ii) the date on which the holder, for
twenty (20) consecutive trading days, can sell all Registrable Securities pursuant to Rule 144 without restriction or limitation
or (iii) twelve (12) months and twenty (20) trading days immediately following the issuance date of the warrants. Since all
of the Registrable Securities are not yet registered, the Reset Date has not yet occurred. We have added the following statement to the
Registration Statement: “For the avoidance of doubt, while the Floor Price has been adjusted to $0.054, to date there have not been
any adjustments to the exercise prices of the series A warrants and the series B warrants.”

 Risk Factors, page 7

 4. Add a risk factor to address the substantial dilutive impacts of the Series A and Series B warrants,
including due to the exercise price reset provisions and the zero exercise price provision, or “alternate cashless exercise option,”
of the Series A warrants. Highlight that the number of shares issuable pursuant to exercise of the warrants has already been adjusted
upwards, as well as the discrepancy between the maximum number of shares that may be issuable upon exercise of the warrants and your currently
outstanding common shares.

 Response : We have revised the
Registration Statement in accordance with the Staff’s comment, except with respect to the statement that the number of shares has
already been adjusted upwards, as that is not the case.

 General

 5. We note from risk factor disclosure and your current report on Form 8-K filed April 7, 2025, that your
common shares have been delisted from NYSE American pursuant to Section 1003(f)(v) of the NYSE American Company Guide, which provides
for consideration of suspension “[i]n the case of a common stock selling for a substantial period of time at a low price per share,
if the issuer shall fail to effect a reverse split of such shares within a reasonable time after being notified that the Exchange deems
such action to be appropriate.” Please enhance your risk factor at page 7 to elaborate on the reasoning for the delisting and disclose
whether you have plans to seek shareholder approval for a reverse stock split or otherwise how you intend to regain compliance with NYSE
American listing standards. If applicable, state the impact that a reverse stock split would have on the floor price of the Series A and
Series B warrants and the total number of common shares issuable pursuant to such warrants.

 Response : We have revised the
risk factor to elaborate on the reasoning for the delisting and have disclosed that, due to new NYSE American rules limiting reverse splits,
we will be unable to complete a reverse split until at least July 2026.

 2

 6. We note that you are registering for resale common shares accounting for approximately 2,933% of your
outstanding shares and that the selling shareholders appear to be insulated from market risk as a result of the exercise price reset provisions
of the Series A and Series B warrants. Please provide us with a detailed legal analysis as to why you believe that the offering by the
selling shareholders should be characterized as a secondary offering rather than an indirect primary offering. Address the circumstances
under which the selling shareholders acquired the warrants, the nature of the relationships between the issuer and the selling shareholders,
and the provisions of the warrants which mitigate selling shareholders’ investment risk. In this regard, we note that the exercise
prices have already been adjusted downwards to the floor price, which may further lower upon certain events. To the extent that this is
an indirect primary offering, identify the selling shareholders as underwriters and provide a fixed price at which the selling shareholders
will sell the securities for the duration of the offering. For guidance, please refer to Question 612.09 of Securities Act Rule Compliance
and Disclosure Interpretations, as well as Question 139.11 of Securities Act Sections Compliance and Disclosure Interpretations.

 Response : For the reasons discussed
below, we respectfully submit that the offering contemplated by the Registration Statement (the “ Offering ”) is a valid
secondary offering by or on behalf of the selling shareholders that may be registered for sale on a continuous basis pursuant to Rule
415(a)(1)(i) under the Securities Act of 1933, as amended (the “ Securities Act ”).

 We offer that a careful consideration
of the guidance provided by Question 612.09 of Securities Act Rule Compliance and Disclosure Interpretations (“ C&DI 612.09 ”)
and Question 139.11 of Securities Act Sections Compliance and Disclosure Interpretation (“ C&DI 139.11 ”) supports
a conclusion that the Offering does not amount to a distribution by the selling shareholders on behalf of the Company.

 As discussed below, the securities
the Company seeks to include in the Registration Statement were issued pursuant to a private placement transaction that was completed
on December 16, 2024 in which certain purchasers (the “ Investors ”) acquired their securities in a valid private placement
made in reliance on Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder (the “ Private Placement ”).
The securities sold in the Private Placement consisted of 42,311,118 units comprised of: (i) 3,437,210 common shares (the “ Offered
Shares ”) and pre-funded warrants for the purchase of 38,873,908 common shares (the “ Pre-Funded Warrants ”),
(ii) series A warrants to purchase 42,311,118 common shares (the “ Series A Warrants ”) and (iii) series B warrants to
purchase 42,311,118 common shares (the “ Series B Warrants ” and together with the Series A Warrants, the “ Warrants ”).
The Warrants, the Offered Shares and the Pre-Funded Warrants are referred to herein as the “ Securities .” The Warrants
include a “blocker” provision which prohibits exercise of a Warrant if the Investor would beneficially own in excess of 4.99%
(or, upon election by the Investor prior to the issuance of any Warrant, 9.99%) of the number of common shares outstanding immediately
after giving effect to the issuance of common shares issuable upon exercise of the Warrant (the “ Blocker ”). The issuance
of the common shares underlying the Warrants was approved by the Company’s shareholders at the special meeting held on March 11,
2025 called for the purpose of, among other things, approving an increase in the number of authorized common shares to 2,000,000,000 and
approving the issuance of common shares upon the exercise of the Pre-Funded Warrants and the Warrants (the “ Shareholder Approval ”).

 Each of the Investors unconditionally
paid the aggregate purchase price in full for its Securities at the time of issuance. Thus, the Investors were at market risk from the
moment they acquired their Securities and continue to be at market risk today with respect to their investment. While the Warrants contain
reset provisions, those provisions do not obviate the market risks taken by the Investors, including the risk that Shareholder Approval
would not be obtained, the risk of bankruptcy or the risk that the market price of the common shares falls below the floor price contained
in the Warrants.

 We believe that a careful consideration
of all of the factors enumerated in C&DI 612.09 amply supports the conclusion that the registration and sale of the common shares
pursuant to the Registration Statement constitutes a valid secondary offering and not an offering “by or on behalf of the registrant.”

 A. Background

 The Company is seeking to register
778,524,571 common shares issuable upon the exercise of the Warrants (the “ Registration Shares ”) sold in the Private
Placement. The Registration Shares may be offered and sold by the selling shareholders, who are unrelated to each other.

 In connection with the Private Placement,
each Investor entered into a Securities Purchase Agreement, dated December 13, 2024 (the “ SPA ”), in which the Investor
made customary investment and private placement representations to the Company, including, among others, that such Investor (i) was an
“accredited investor” as defined in Rule 501(a) under the Securities Act, (ii) was purchasing its Securities for its own account
and (iii) did not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities.

 In addition, the Company granted certain
customary registration rights to each Investor by virtue of a Registration Rights Agreement executed by each Investor, pursuant to which
the Registration Statement was filed.

 3

 B. Rule 415 Analysis

 In 1983, the Commission adopted Rule
415 under the Securities Act to permit the registration of offerings to be made on a delayed or continuous basis. Rule 415 specifies certain
conditions that must be met by an issuer in order to avail itself of the Rule. In relevant part, Rule 415 provides:

 “(a) Securities may be registered
for an offering to be made on a continuous or delayed basis in the future, Provided, That:

 (1) The registration statement pertains only to:

 (i) Securities which are to be offered or sold solely by or on behalf of a person or persons other than the
registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary;…[or]

 (x) Securities registered (or qualified to be registered) on Form S–3 or Form F–3 (§239.13
or§239.33 of this chapter) which are to be offered and sold on an immediate, continuous or delayed basis by or on behalf of the

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 April 28, 2025

Ellery Roberts
Chief Executive Officer
1847 Holdings LLC
260 Madison Avenue, 8th Floor
New York, NY 10016

 Re: 1847 Holdings LLC
 Registration Statement on Form S-1
 Filed April 7, 2025
 File No. 333-286427
Dear Ellery Roberts:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-1 filed April 7, 2025
Cover Page

1. Disclose on the cover page and in the Offering section the current
exercise price of the
 warrants and summarize the exercise price reset provisions of the
warrants. Highlight
 the number of shares underlying the Series A and Series B warrants that
have already
 been registered, and state whether you are registering the remaining
maximum
 number of shares that could be issued upon exercise of the Series A and
Series B
 warrants. If you are not, quantify the estimated number of remaining
shares. Describe
 the zero exercise price provision of the Series A warrants and that the
number of
 shares issuable upon exercise of the Series A warrants therefore
increases as the stock
 price falls below the initial exercise price of the warrants.
 April 28, 2025
Page 2
Prospectus Summary
Private Placement Transaction, page 2

2. Please remove your reference to the "alternate cashless exercise option"
of the Series
 A warrants and instead use the term "zero exercise price" or another
appropriate term
 to convey that, in addition to the company receiving no cash upon the
"cashless
 exercise," the Series A warrant holders would be entitled to receive
more shares than
 they would under the cash exercise terms. Where you state on the cover
page and in
 the Offering and Use of Proceeds section that you will not receive any
proceeds from
 exercise of the Series A warrants, disclose why this is the case.
3. We note that the exercise price of the Series A and Series B warrants
has reached the
 adjusted floor price. State clearly whether the exercise price may be
adjusted further
 downwards, and if so, describe and provide examples of circumstances
that would
 result in such adjustment(s).
Risk Factors, page 7

4. Add a risk factor to address the substantial dilutive impacts of the
Series A and Series
 B warrants, including due to the exercise price reset provisions and the
zero exercise
 price provision, or "alternate cashless exercise option," of the Series
A warrants.
 Highlight that the number of shares issuable pursuant to exercise of the
warrants has
 already been adjusted upwards, as well as the discrepancy between the
maximum
 number of shares that may be issuable upon exercise of the warrants and
your
 currently outstanding common shares.
General

5. We note from risk factor disclosure and your current report on Form 8-K
filed April 7,
 2025, that your common shares have been delisted from NYSE American
pursuant to
 Section 1003(f)(v) of the NYSE American Company Guide, which provides
for
 consideration of suspension "[i]n the case of a common stock selling for
a substantial
 period of time at a low price per share, if the issuer shall fail to
effect a reverse split of
 such shares within a reasonable time after being notified that the
Exchange deems
 such action to be appropriate." Please enhance your risk factor at page
7 to elaborate
 on the reasoning for the delisting and disclose whether you have plans
to seek
 shareholder approval for a reverse stock split or otherwise how you
intend to regain
 compliance with NYSE American listing standards. If applicable, state
the impact that
 a reverse stock split would have on the floor price of the Series A and
Series B
 warrants and the total number of common shares issuable pursuant to such
warrants.
6. We note that you are registering for resale common shares accounting for
 approximately 2,933% of your outstanding shares and that the selling
shareholders
 appear to be insulated from market risk as a result of the exercise
price reset
 provisions of the Series A and Series B warrants. Please provide us with
a detailed
 legal analysis as to why you believe that the offering by the selling
shareholders
 should be characterized as a secondary offering rather than an indirect
primary
 offering. Address the circumstances under which the selling shareholders
acquired the
 warrants, the nature of the relationships between the issuer and the
selling
 shareholders, and the provisions of the warrants which mitigate selling
shareholders'
 April 28, 2025
Page 3

 investment risk. In this regard, we note that the exercise prices have
already been
 adjusted downwards to the floor price, which may further lower upon
certain events.
 To the extent that this is an indirect primary offering, identify the
selling shareholders
 as underwriters and provide a fixed price at which the selling
shareholders will sell the
 securities for the duration of the offering. For guidance, please refer
to Question
 612.09 of Securities Act Rule Compliance and Disclosure Interpretations,
as well as
 Question 139.11 of Securities Act Sections Compliance and Disclosure
 Interpretations.
 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.

 Please contact Rebekah Reed at 202-551-5332 or Dietrich King at
202-551-8071 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Louis A. Bevilacqua
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 1847 Holdings LLC

 260 Madison Avenue, 8th Floor

 New York, NY 10016

 April 2, 2025

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Rebekah Reed

 Re: 1847 Holdings LLC

 Registration Statement on Form S-1 (File No.
333-285002)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, 1847 Holdings LLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (the "Registration Statement") and declare such Registration Statement
effective at 4:00 p.m. (Eastern Time) on Friday, April 4, 2025, or as soon thereafter as practicable.

 It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100 .

 Respectfully,

 1847 Holdings LLC

 By:
 /s/ Ellery W. Roberts

 Ellery W. Roberts

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

February 20, 2025
Ellery W. Roberts
Chief Executive Officer
1847 Holdings LLC
260 Madison Avenue, 8th Floor
New York, NY 10016
Re:1847 Holdings LLC
Registration Statement on Form S-1
File No. 333-285002
Filed February 14, 2025
Dear Ellery W. Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Louis A. Bevilacqua

CORRESP
1
filename1.htm

1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

October 24, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Kate Beukenkamp

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-282201

Ms. Beukenkamp:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), 1847 Holdings LLC (the “Company”) respectfully
requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective
at 5:00 p.m., Eastern Time, on Monday, October 28, 2024, or as soon as thereafter possible.

The Company authorizes Louis A. Bevilacqua of
Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration Statement
with the Securities and Exchange Commission. Please call Mr. Bevilacqua at (202) 869-0888 (ext. 100) as soon as the Registration Statement
has been declared effective.

Under separate cover, you will receive a letter
from the placement agent of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the
Registration Statement.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
filename1.htm

45 Broadway

19th Floor

New York, New York 10006

October 24, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Kate Beukenkamp

    Re:

    1847 Holdings LLC

    Registration Statement on Form S-1, as amended

    File No. 333-282201

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Ms. Beukenkamp:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Spartan Capital Securities,
LLC, as placement agent, hereby joins the request of 1847 Holdings LLC that the effective date of the above-referenced Registration Statement
on Form S-1 be accelerated so that it may become effective at 5:00 p.m., Eastern Time, on Monday, October 28, 2024, or as soon thereafter
as practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we distributed to each dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated October 23, 2024, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

The undersigned confirms
that it has complied and will continue to comply with Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

    Best Regards,

    Spartan Capital Securities, LLC

    /s/ Kim Monchik

     Kim Monchik

    Chief Administrative Officer

September 25, 2024
Ellery W. Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Ave., 21st Floor
New York, NY 10022
Re:1847 Holdings LLC
Registration Statement on Form S-1
Filed September 18, 2024
File No. 333-282201
Dear Ellery W. Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Louis A. Bevilacqua

CORRESP
1
filename1.htm

1847 Holdings LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

June 10, 2024

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Alyssa Wall

Re:  1847 Holdings LLC

    Registration
Statement on Form S-1 (File No. 333-279888)

Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, 1847 Holdings LLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of
the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare such Registration Statement
effective at 4:00 p.m. (Eastern Time) on Wednesday, June 12, 2024, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts
Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
June 7, 2024
Ellery 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 May 31, 2024
File No. 333-279888
Dear Ellery Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Louis A. Bevilacqua

CORRESP
1
filename1.htm

1847
HOLDINGS LLC

590
Madison Avenue, 21st Floor

New
York, NY 10022

February
8, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Scott Anderegg

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-276670

Mr.
Anderegg:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), 1847 Holdings
LLC (the “Company”) respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 9:00 a.m., Eastern Time, on Friday, February 9, 2024, or as soon as thereafter possible.

Also,
the Company authorizes Louis A. Bevilacqua at Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and
time of effectiveness of the Registration Statement with the Securities and Exchange Commission. Please call Mr. Bevilacqua at (202)
869-0888 (ext. 100) as soon as the Registration Statement has been declared effective.

Under
separate cover, you will receive today a letter from the underwriter of the proposed offering joining in the Company’s request
for acceleration of the effectiveness of the Registration Statement.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery
    W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
filename1.htm

45
Broadway

19th
Floor

New
York, New York 10006

February
8, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Scott Anderegg

    Re:
    1847
    Holdings LLC

    Registration
    Statement on Form S-1

    File
    No. 333-276670

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Anderegg:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Spartan
Capital Securities, LLC, as placement agent, hereby joins the request of 1847 Holdings LLC that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it may become effective at 9:00 a.m., Eastern Time, on Friday, February 9,
2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we distributed to
each dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well
as “E-red” copies of the Preliminary Prospectus dated February 2, 2024, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirms that it has complied and will continue to comply with Rule 15c2-8 promulgated under the Securities Exchange Act
of 1934, as amended, in connection with the above-referenced issue.

    Best Regards,

    Spartan Capital Securities, LLC

    /s/ Kim
    Monchik

    Kim Monchik

    Chief Administrative Officer

United States securities and exchange commission logo
January 29, 2024
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 24, 2024
File No. 333-276670
Dear Ellery W. Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

June 30, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Nicholas Nalbantian

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-272057

Mr. Nalbantian:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), 1847 Holdings
LLC (the “Company”) respectfully requests that the effective date of the Registration Statement referred to above be accelerated
so that it will be declared effective at 5:00 p.m., Eastern Daylight Time, on Friday, June 30, 2023, or as soon as thereafter possible.

Also, the Company authorizes Louis A. Bevilacqua
at Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call Mr. Bevilacqua at (202) 869-0888 (ext. 100) as soon as the Registration
Statement has been declared effective.

Under separate cover, you will receive today
a letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of
the Registration Statement.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
filename1.htm

1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

June 30, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Nicholas Nalbantian

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-272057

Mr. Nalbantian:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), 1847 Holdings LLC (the “Company”) respectfully
requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective
at 1:30 p.m., Eastern Daylight Time, on Monday, July 3, 2023, or as soon as thereafter possible.

Also, the Company authorizes Louis A. Bevilacqua
at Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call Mr. Bevilacqua at (202) 869-0888 (ext. 100) as soon as the Registration
Statement has been declared effective.

Under separate cover, you will receive today a
letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the
Registration Statement.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
filename1.htm

45 Broadway

19th Floor

New York, New York 10006

June 30, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Nicholas Nalbantian

    Re:

    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-272057

    WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Nalbantian:

Reference is made to our letter, dated June
30, 2023, in which we requested acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m.,
Eastern Daylight Time, on June 30, 2023. We are no longer requesting that such Registration Statement be declared effective at such time,
and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

    Best Regards,

    Spartan Capital Securities, LLC

    /s/ Kim Monchik

      Kim Monchik

      Chief Administrative Officer

CORRESP
1
filename1.htm

1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

June 30, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC. 20549

Attn: Nicholas Nalbantian

    Re:
    1847 Holdings LLC

    Withdrawal of Acceleration Request for Registration Statement on Form S-1

    File No. 333-272057

Mr. Nalbantian:

Reference is made to our letter, dated June
30, 2023, in which we requested acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m.,
Eastern Daylight Time, on June 30, 2023. We are no longer requesting that such Registration Statement be declared effective at such time,
and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
filename1.htm

45
Broadway

19th
Floor

New
York, New York 10006

June
30, 2023

Securities
and Exchange Commission

Division of Corporation
Finance

100 F Street,
N.E.

Washington, D.C. 20549

Attention:
Mr. Nicholas Nalbantian

    Re:
    1847 Holdings
    LLC

    Registration
    Statement on Form S-1

    File No. 333-272057

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Nalbantian:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Spartan
Capital Securities, LLC, as placement agent, hereby joins the request of 1847 Holdings LLC that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it may become effective at 5:00 p.m., Eastern Daylight Time, on Friday, June
30, 2023, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we distributed to
each dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well
as “E-red” copies of the Preliminary Prospectus dated June 26, 2023, as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

The
undersigned confirms that it has complied and will continue to comply with Rule 15c2-8 promulgated under the Securities Exchange Act
of 1934, as amended, in connection with the above-referenced issue.

    Best Regards,

    Spartan Capital Securities,
    LLC

    /s/
    Kim Monchik

      Kim Monchik

      Chief Administrative
    Officer

CORRESP
1
filename1.htm

45 Broadway

19th Floor

New York, New York 10006

June 30, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Nicholas Nalbantian

Re: 1847 Holdings LLC

  Registration Statement on Form S-1

  File No. 333-272057

  REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Nalbantian:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Spartan Capital Securities,
LLC, as placement agent, hereby joins the request of 1847 Holdings LLC that the effective date of the above-referenced Registration Statement
on Form S-1 be accelerated so that it may become effective at 1:30 p.m., Eastern Daylight Time, on Monday, July 3, 2023, or as soon thereafter
as practicable.

Pursuant to Rule 460 of the
General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we distributed to each dealer, who is
reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red”
copies of the Preliminary Prospectus dated June 26, 2023, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

The undersigned confirms
that it has complied and will continue to comply with Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

    Best Regards,

    Spartan Capital Securities, LLC

    /s/ Kim Monchik

    Kim Monchik

    Chief Administrative Officer

United States securities and exchange commission logo
May 24, 2023
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 May 18, 2023
File No. 333-272057
Dear Ellery W. Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

1847 Holdings LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

May 1, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Scott Anderegg

 Re: 1847 Holdings LLC

Registration Statement on Form S-3 (File No. 333-269512)

Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, 1847 Holdings LLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of
the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and declare such Registration Statement
effective at 4:00 p.m. (Eastern Time) on Wednesday, May 3, 2023, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

Respectfully,

1847 Holdings LLC

By: /s/ Ellery W. Roberts

Ellery W. Roberts

Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

CORRESP
1
filename1.htm

1847 Holdings LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

April 26, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Scott Anderegg

  Re:
  1847 Holdings LLC

  Withdrawal of Acceleration Request for Registration Statement on Form S-3

  File No. 333-269512

Ladies and Gentlemen,

Reference is made to our letter, dated April 24, 2023,
in which we requested acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m. (Eastern
Time) on Wednesday, April 26, 2023. We are no longer requesting that such Registration Statement be declared effective at such time, and
we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

    Respectfully,

1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts
Chief Executive Officer

CORRESP
1
filename1.htm

1847 Holdings LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

April 24, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Scott Anderegg

Re:  1847 Holdings LLC

    Registration Statement on Form S-3 (File No.
                                            333-269512)

Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, 1847 Holdings LLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of
the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and declare such Registration Statement
effective at 5:00 p.m. (Eastern Time) on Wednesday, April 26, 2023, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts
Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

CORRESP
1
filename1.htm

1847 Holdings LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

April 11, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Scott Anderegg

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-3

    Filed February 1, 2023

    File No. 333-269512

Ladies and Gentlemen:

We hereby submit the responses of 1847 Holdings
LLC (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) set forth in the Staff’s letter, dated February 21, 2023, providing the Staff’s
comments with respect to the Company’s Registration Statement on Form S-3 (as amended, the “Registration Statement”).

For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company.

Registration Statement on Form S-3 filed
on February 1, 2023

General

 1. We note that this is a resale offering that include common shares issuable upon the exercise of warrants.
Please tell us whether this registration statement is registering the resale of the common shares you are attempting to register on a
primary offering basis on your registration statement on Form S-3 (333-269510).

Response: We advise the Staff
that this Registration Statement does not include any of the warrants that we are attempting to register on a primary offering basis on
our registration statement on Form S-3 (333-269510).

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (212) 417-9800
or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
February 21, 2023
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-3
Filed February 1, 2023
File No. 333-269512
Dear Ellery W. Roberts:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 comment applies 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 our comment, we may have additional comments.
Registration Statement on Form S-3 filed on February 1, 2023
General
1.We note that this is a resale offering that include common shares issuable upon the
exercise of warrants.  Please tell us whether this registration statement is registering the
resale of the common shares you are attempting to register on a primary offering basis on
your registration statement on Form S-3 (333-269510).
            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.

 FirstName LastNameEllery W. Roberts
 Comapany Name1847 Holdings LLC
 February 21, 2023 Page 2
 FirstName LastName
Ellery W. Roberts
1847 Holdings LLC
February 21, 2023
Page 2
            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 at 202-551-3342 or Dieter King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
February 9, 2023
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-3
Filed February 1, 2023
File No. 333-269509
Dear Ellery W. Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

February 9, 2023

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Scott Anderegg

Re:  1847 Holdings LLC

    Registration Statement on Form S-3 (File No.
                                            333-269509)

Dear Mr. Anderegg,

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, 1847 Holdings LLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of
the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and declare such Registration Statement
effective at 4:00 p.m. (Eastern Time) on Monday, February 13, 2023, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts
Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

CORRESP
1
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377 Oak Street, Suite 402

Garden City, New York 11530

July 28, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Donald Fields

    Re:

    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Fields:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Craft Capital Management, LLC,
as representative of the underwriters of the offering, hereby joins the request of 1847 Holdings LLC that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that it may become effective at 5:00 p.m., Eastern Daylight Time, on Monday, August
1, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General
Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise you that approximately 30
copies of the preliminary prospectus dated July 12, 2022, have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

    Best Regards,

    Craft Capital Management, LLC

    /s/ Stephen Kiront

    Stephen Kiront

    Chief Operating Officer

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

July 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Don Fields

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

Mr. Fields:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), 1847 Holdings LLC (the “Company”) respectfully
requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective
at 5:00 p.m., Eastern Daylight Time, on Monday, August 1, 2022, or as soon as thereafter possible.

Also, the Company authorizes Louis A. Bevilacqua
at Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call Mr. Bevilacqua at (202) 869-0888 (ext. 100) as soon as the Registration
Statement has been declared effective.

Under separate cover, you will receive today
a letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of
the Registration Statement.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

July 21, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC. 20549

Attn: Donald E. Field

    Re:
    1847 Holdings LLC

    Withdrawal of Acceleration Request for Registration Statement on Form S-1

    File No. 333-259011

Mr. Field:

Reference is made to our letter, dated July
19, 2022, in which we requested acceleration of the effective date of the above referenced Registration Statement to 5:00 PM
Eastern Daylight Time on July 21, 2022. We are no longer requesting that such Registration Statement be declared effective at such time,
and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
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377 Oak Street, Suite 402

Garden City, New York 11530

July 21, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Donald Field

    Re:

    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

    WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Field:

Reference
is made to our letter, filed as correspondence via EDGAR on July 19, 2022, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 for 5:00 p.m., Eastern Time, on Thursday, July 21, 2022, in accordance with
Rule 461 under the Securities Act of 1933, as amended.

We are no longer requesting that
such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of that effective
date.

Please contact our counsel, Jeffrey
Wofford, Esq., of Carmel, Milazzo & Feil LLP, at (646) 876-0618 if you have any questions in this regard.

    Best Regards,

    CRAFT CAPITAL MANAGEMENT, LLC

    /s/Stephen Kiront

    Stephen Kiront

    Chief Operating Officer

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

July 19, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Don Fields

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

Mr. Fields:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), 1847 Holdings LLC (the “Company”) respectfully
requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective
at 5:00 p.m., Eastern Daylight Time, on Thursday, July 21, 2022, or as soon as thereafter possible.

Also, the Company authorizes Louis A. Bevilacqua
at Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call Mr. Bevilacqua at (202) 869-0888 (ext. 100) as soon as the Registration
Statement has been declared effective.

Under separate cover, you will receive today
a letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of
the Registration Statement.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
filename1.htm

377 Oak Street, Suite
402

Garden City, New York
11530

July 19, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Donald Field

    Re:

    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Field:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Craft Capital Management,
LLC, as representative of the underwriters of the offering, hereby joins the request of 1847 Holdings LLC that the effective date of the
above-referenced Registration Statement on Form S-1 be accelerated so that it may become effective at 5:00 p.m., Eastern Daylight Time,
on Thursday, July 21, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise you that approximately
30 copies of the preliminary prospectus dated July 12, 2022, have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Best Regards,

    Craft Capital Management, LLC

    /s/ Stephen Kiront

    Stephen Kiront

    Chief Operating Officer

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

May 2, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Don Fields

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

Mr. Fields:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), 1847 Holdings LLC (the “Company”) respectfully
requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective
at 5:00 p.m., Eastern Daylight Time, on Tuesday, May 3, 2022, or as soon as thereafter possible.

Also, the Company authorizes Louis A. Bevilacqua
at Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call Mr. Bevilacqua at (202) 869-0888 (ext. 100) as soon as the Registration
Statement has been declared effective.

Under separate cover, you will receive today
a letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of
the Registration Statement.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
filename1.htm

EF Hutton,

Division of Benchmark Investments,
LLC

590 Madison Avenue

39th Floor

New York, New York 10022

May 2, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Donald Field

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Field:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton, Division
of Benchmark Investments, LLC (“EF Hutton”), as representative of the underwriters of the offering, hereby joins the request
of 1847 Holdings LLC that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it may
become effective at 5:00 p.m., Eastern Daylight Time, on Tuesday, May 3, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 of
the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise you that approximately
400 copies of the preliminary prospectus dated May 2, 2022, have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Best Regards,

    EF Hutton,

    Division of Benchmark Investments LLC

    /s/Sam Fleischman

    Sam Fleischman

    Supervisory Principal

CORRESP
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EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue

39th Floor

New York, New York 10022

April 28, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Donald Field

    Re:

    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

    WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Field:

Reference is made to our letter,
filed as correspondence via EDGAR on April 26, 2022, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Thursday, April 28, 2022, in accordance with Rule 461 under the Securities
Act of 1933, as amended.

We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of that effective date.

Please contact our counsel, Jeffrey Wofford, Esq.,
of Carmel, Milazzo & Feil LLP, at (646) 876-0618 if you have any questions in this regard.

    Best Regards,

    EF Hutton,

    Division of Benchmark Investments LLC

    /s/ Sam Fleischman

    Sam Fleischman

    Supervisory Principal

CORRESP
1
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1847
HOLDINGS LLC

590
Madison Avenue, 21st Floor

New
York, NY 10022

April
28, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Don Fields

 Re: 1847
Holdings LLC

  Withdrawal of Acceleration
                                                                                                                                                                Request for Registration Statement on Form S-1

  File No.
                                                                                                                                                                333-259011

Mr.
Fields:

Reference
is made to our letter, dated April 26, 2022, in which we requested acceleration of the effective date of the above referenced Registration
Statement to 4:30 p.m., Eastern Daylight Time, on Thursday, April 28, 2022. We are no longer requesting that such Registration Statement
be declared effective at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration
of the effective date.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

April 26, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Don Fields

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

    File No. 333-259011

Mr. Fields:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), 1847 Holdings LLC (the “Company”) respectfully
requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective
at 4:30 p.m., Eastern Daylight Time, on Thursday, April 28, 2022, or as soon as thereafter possible.

Also, the Company authorizes Louis A. Bevilacqua
at Bevilacqua PLLC, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call Mr. Bevilacqua at (202) 869-0888 (ext. 100) as soon as the Registration
Statement has been declared effective.

Under separate cover, you will receive today a
letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the
Registration Statement.

    Very truly yours,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

CORRESP
1
filename1.htm

EF Hutton,

Division of Benchmark Investments,
LLC

590 Madison Avenue

39th Floor

New York, New York 10022

April 26, 2022

Securities and Exchange Commission

Division of Corporation
Finance

100 F Street, N.E

Washington, D.C. 20549

Attention: Mr. Donald Field

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1

File No. 333-259011

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Field:

Pursuant to
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton,
Division of Benchmark Investments, LLC (“EF Hutton”), as representative of the underwriters of the offering, hereby joins
the request of 1847 Holdings LLC that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so
that it may become effective at 4:30 p.m., Eastern Daylight Time, on Thursday, April 28, 2022, or as soon thereafter as practicable.

Pursuant to Rule
460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we wish to advise you that
approximately 400 copies of the preliminary prospectus dated April 25, 2022, have been distributed to prospective underwriters and dealers,
institutional investors, retail investors and others.

The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Best Regards,

    EF Hutton,

    Division of Benchmark Investments LLC

    Sam Fleischman

    Supervisory Principal

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

September 9, 2021

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Donald Field

Re:  1847 Holdings LLC

    Registration Statement on Form S-1 (File No.
                                            333-259115)

Dear Mr. Field,

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, 1847 Holdings LLC hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of
the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare such Registration Statement
effective at 4:00 p.m. (Eastern Time) on Monday, September 13, 2021, or as soon thereafter as practicable.

It would be
appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts
Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
September 8, 2021
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 August 27, 2021
File No. 333-259115
Dear Mr. Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
August 26, 2021
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 August 23, 2021
File No. 333-259011
Dear Mr. Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

November 9, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Katherine Bagley

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1 (File No. 333-249752)

Dear Ms. Bagley,

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, 1847 Holdings LLC hereby respectfully requests that the Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), and declare
such Registration Statement effective at 4:00 p.m. (Eastern Time) on Wednesday, November 11, 2020, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua
of Bevilacqua PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
November 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 October 30, 2020
File No. 333-249752
Dear Mr. Roberts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Louis A. Bevilacqua

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

February 10, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Scott Anderegg

    Re:
    1847 Holdings LLC

    Registration Statement on Form S-1 (File No. 333-236041)

Dear Mr. Anderegg,

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), 1847 Holdings LLC (the “Company”) hereby respectfully requests
that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”), and declare such Registration Statement effective
at 4:00 p.m. (Eastern Standard Time) on Wednesday, February 12, 2020, or as soon thereafter as practicable.

It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua
of Bevilacqua PLLC at (202) 869-0888, ext. 100.

    Respectfully,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

CORRESP
1
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1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

February 5, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Scott Anderegg

 Re: 1847 Holdings LLC

Registration Statement on Form S-1

Filed January 23, 2020

File No. 333-236041

Gentlemen:

We hereby submit the responses of 1847
Holdings LLC (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated February 4, 2020, providing
the Staff’s comments with respect to the Company’s Registration Statement on Form S-1 (as amended, the “Registration
Statement”).

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

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.

Response:
We have revised our prospectus to set a fixed price at which the selling shareholders will offer and sell their shares until our
shares are quoted on the OTCQX, the OTCQB or listed on a national securities exchange.

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.

Response:
We have revised our prospectus to disclose the jury trial waiver provision and to
discuss the enforceability of such provision under U.S. federal securities laws. In accordance with the Staff’s comment,
we have included a statement that this provision will not serve as a waiver by shareholders or by us of compliance with
the federal securities laws and the rules and regulations promulgated thereunder. Finally, we have added a risk factor to address
the enforceability of the jury trial waiver provision.

U.S. Securities and Exchange Commission

February 5, 2020

Page 2

If you would like to discuss any of the
responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (212)
417-9800 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

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

CORRESP
1
filename1.htm

1847 Holdings LLC

590 Madison Avenue, 21st floor

New York, NY 10022

November 4, 2019

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Jonathan Burr

 Re: 1847 Holdings LLC

    Offering Statement on Form
1-A

    File No. 024-11064

Ladies and Gentlemen:

We understand that the staff of the U.S. Securities
and Exchange Commission (the “Commission”) has completed its review of the Offering Statement on Form 1-A (the “Offering
Statement”) of 1847 Holdings LLC (the “Company”) and we hereby request that the Commission approve the qualification
of the Offering Statement as of 4:00 PM Eastern Standard Time on Wednesday, November 6, 2019.

We request that we be notified of such qualification
by a telephone call to Mary Sheridan at 917-748-9199. We also respectfully request that a copy of the written order from the Commission
verifying the date and time of qualification of the Company’s Offering Statement be sent to Mary Sheridan via email at mary@bevilacquapllc.com.

    Sincerely,

    1847 Holdings LLC

    By:
    /s/ Ellery W. Roberts

    Ellery W. Roberts

    Chief Executive Officer

 cc: Mary M. Sheridan, Esq.

October 4, 2019
Ellery Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Re:1847 Holdings LLC
Amendment No. 1 to
Offering Statement on Form 1-A
Filed September 26, 2019
File No. 024-11064
Dear Mr. Roberts:
            We have reviewed your amended offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 19, 2019 letter.
Amendment No. 1 to Form 1-A filed September 26, 2019
Liquidity and Capital Resources, page 51
1.We note your response to comment 6.  Additionally, we note your statement that you
"believe additional funds are required to execute [your] business plan."  Please clarify the
approximate amount of funds management believes is necessary to execute your business
plan.  We also note that you have developed plans to return to full compliance with the
loan and security agreements with Burnley and SBCC.  Please revise your liquidity
disclosure to discuss your plans to regain compliance under the loan and security
agreements.

 FirstName LastNameEllery Roberts
 Comapany Name1847 Holdings LLC
 October 4, 2019 Page 2
 FirstName LastName
Ellery Roberts
1847 Holdings LLC
October 4, 2019
Page 2
Executive Compensation, page 104
2.Please include your executive compensation disclosure in the required tabular format.  See
Item 402(n)(1) of Regulation S-K.
1847 Holdings LLC Unaudited Consolidated Financial Statements for the Six Months Ended
June 30, 2019
Note 13 - Promissory Notes, page F-23
3.In your response to comment 10, you indicate that there are no cross-default provisions
that would require other notes payable, loans payable and lease liabilities to be classified
as current.  Disclosures on pages 58 and F-25 indicate that the 9% Subordinated
Promissory Note contains a cross-default provision, whereby a default under the revolving
loan with Burnley or term loan with SBCC will also constitute an event of default under
the note.  Please explain why default on the loans with Burnley and SBCC will not trigger
a default on this note.  Refer to ASC 470-10- 45 and ASC 470-10-55-4.
Unaudited Pro Forma Combined Financial Information
Pro Forma Combined Statement of Operations
Six Months Ended June 30, 2019, page F-93
4.Please tell us why there are no pro forma adjustments in your pro forma statement of
operations for the six months ended June 30, 2019 or make the appropriate revisions to
include them, along with footnotes explaining the pro forma adjustments.  Refer to Rule
8-05(b) of Regulation S-X.
            You may contact Joanna Lam at 202-551-3476 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jonathan Burr at 202-551-5833 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 19, 2019
Ellery Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Re:1847 Holdings LLC
Offering Statement on Form 1-A
Filed August 23, 2019
File No. 024-11064
Dear Mr. Roberts:
             We have reviewed your offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A filed August 23, 2019
General
1.In your Form 1-A filing, you state that you “expect to sell businesses [you] own from time
to time when attractive opportunities arise.”  You also state that your “decision to sell a
business will be based on [your] belief that the sale will provide [your] shareholders with
a more favorable return on the investment than continued ownership, and will be
consistent with the disposition criteria to be established by [your] company’s board of
directors from time to time.”  Please provide an analysis as to why the company is not a
“special situation investment company.”  See Certain Prima Facie Investment Companies,
Investment Company Act Release No. 10937 (Nov. 13, 1979).
Summary, page 1
2.With respect to your acquisition strategy, we note the statement on page 4 that you expect
to acquire companies that "have been able to generate positive pro forma cash available

 FirstName LastNameEllery Roberts
 Comapany Name1847 Holdings LLC
 September 19, 2019 Page 2
 FirstName LastNameEllery Roberts
1847 Holdings LLC
September 19, 2019
Page 2
for distribution for a minimum of three years prior to acquisition."  Please revise to
disclose whether your current and previous acquisitions meet this and your other criteria
described on page 4.  We also note that your strategy includes possibly selling the
companies you acquire.  With respect to your Investment Company discussion on pages
14, 16 and elsewhere, please advise us of the time horizon for such sales after the date of
acquisition.
3.We note the statements that the securities being offered rank senior to your allocation
shares and, unless agreed to by a majority of the public holders, pari passu or senior to
future designated series of preferred.  Please reconcile with disclosure elsewhere that (1)
the allocation shares are "entitled to all profit allocations" and (2) the series A preferred
shares "effectively rank junior to all existing and future indebtedness."
Use of Proceeds, page 42
4.We note that you intend to use the proceeds to pay off certain debt.  Please disclose the
interest rate and maturity of the indebtedness being paid with the proceeds.  See
Instruction 4 to Item 504 of Regulation S-K.
5.We note your statement that "the anticipated use of proceeds is not binding on us and is
merely description of our current intentions" and that you "reserve the right to change the
above use of proceeds if management believes it is in the best interests of our company."
You may reserve the right to change the use of proceeds, provided that such reservation is
due to certain contingencies that are discussed specifically and the alternatives to such use
in that event are indicated.  Please revise your disclosure to discuss the contingencies to
reserving the right to change the use of proceeds and the alternative uses.  See Instruction
7 to Item 504 of Regulation S-K.
Management's Discussion and Analysis, page 45
6.Please revise to discuss management's plan to remedy the material deficiency in liquidity
and the "contingency plans to reduce or defer expenses and cash outlays should operations
not improve," as referenced on page F-47.  Please clarify the approximate amount of funds
management believes is necessary "to implement our strategy and stay in business."
Additionally, it is unclear why you state that you have financed operations "primarily"
through cash flow from operations when you appear to have negative cash flow from
operations.  Please revise to clarify.
7.Where you summarize the notes and loans beginning on page 53, please provide aggregate
figures for total debt coming due in the short and long term.
Executive Compensation, page 104
8.We note that your Chief Executive Officer is employed and compensated by your
manager.  Item 402(m)(1) requires executive compensation disclosure even for
transactions between the registrant and a third party where a purpose of the transaction is

 FirstName LastNameEllery Roberts
 Comapany Name1847 Holdings LLC
 September 19, 2019 Page 3
 FirstName LastNameEllery Roberts
1847 Holdings LLC
September 19, 2019
Page 3
to furnish compensation to any named executive officer.  Please provide the disclosure
required by Item 402(n) and (o) of Regulation S-K.
Transactions with Related Persons, page 106
9.Please revise to identify the parties and address the material terms of the agreements.  For
example, it is unclear what fees and other terms are associated with the license agreement
with the manager for the use of "1847."  As another non-exclusive example, please
identify the "certain officers and related persons" who have advanced funds and the
approximate timeframe when the advances were made and repaid.
1847 Holdings LLC Unaudited Consolidated Financial Statements for the Six Months Ended
June 30, 2019
Note 11 - Term Loans, page F-20
10.You indicate here and elsewhere in the filing that you are in default on various loan
agreements and have classified such debt as current liabilities.  Please disclose the terms
of the specific debt covenants that were violated and explain why.  If any were financial
covenants, also disclose the actual covenant computations for each period as compared to
the covenant requirement.  In addition, tell us in detail how you determined that
significant portions of your notes payable, loans payable and lease liabilities remain
appropriately classified as long-term liabilities.  If cross default provisions exist on any of
these long-term liabilities, also explain why they weren't triggered.  Refer to ASC 470-10-
45 and ASC 470-10-55-4.
Note 20 - Subsequent Events, page F-36
11.Please revise your disclosures here and elsewhere in the filing where the Cornerstone
acquisition is discussed to indicate its current status.
12.Please provide us with the significance computations you performed in determining that
annual and interim financial statements and pro forma financial information were not
required for the businesses being acquired in the Patriot purchase agreement.  Refer to
Rules 8-04 and 8-05 of Regulation S-X.
1847 Holdings LLC Audited Consolidated Financial Statements for the Fiscal Years Ended
December 31, 2018 and 2017
Note 18 - Income Taxes, page F-60
13.Given your disclosures on page 5 and elsewhere throughout the filing that you are
classified as a partnership for U.S. federal income tax purposes and will not incur any U.S.
federal income tax liability, please tell us and disclose the facts and circumstances
resulting in your deferred tax assets and liabilities as of each balance sheet date and
a (benefit) for income taxes for each period presented.

 FirstName LastNameEllery Roberts
 Comapany Name1847 Holdings LLC
 September 19, 2019 Page 4
 FirstName LastName
Ellery Roberts
1847 Holdings LLC
September 19, 2019
Page 4
1847 Holdings LLC Unaudited Pro Forma Combined Financial Information, page F-82
14.Please provide pro forma statement of operations information for the six months ended
June 30, 2019.  Refer to Rule 8-05(b)(1) of Regulation S-X.  Please also include Goedeker
Television's interim financial statements for the three months ended March 31, 2019 and
the comparable period in the preceding fiscal year.  Refer to Rules 8-03 and 8-04(c) of
Regulation S-X.

            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Joanna Lam at 202-551-3476 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jonathan Burr at 202-551-5833 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

    one847holdings_corresp.htm

1847 Holdings LLC

590 Madison Avenue, 18th Floor

New York, NY 10022

May 7, 2014

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Mr. Coy Garrison

Re:

1847 Holdings LLC

Registration Statement on Form S-1 (File No. 333-193821)

Dear Mr. Garrison:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), 1847 Holdings LLC (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement and declare such Registration Statement effective at 3:00 p.m. (Eastern Daylight Time) on Friday, May 9, 2014, or as soon thereafter as practicable.

We acknowledge and agree that:

·

should the Commission or the staff of the Commission (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, acting 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 the Staff’s comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In making this request for acceleration, we are aware of our respective responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above registration statement. We have reviewed Rules 460 and 461 under the Securities Act regarding requesting acceleration of a registration statement, and we believe we are in compliance with those Rules.

If you have any questions or would like to discuss this request, please feel free to contact Louis A. Bevilacqua of Bevilacqua PLLC at (202) 203-8665.

Sincerely,

1847 Holdings LLC

By:

/s/ Ellery W. Roberts

Ellery W. Roberts

Chief Executive Officer

cc:

Louis A. Bevilacqua, Esq.

May 6, 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. 4 to Registration Statement on Form S -1
Filed May 1, 2014
  File No. 333 -193821

Dear Mr. Roberts :

We have reviewed Amendment No. 4 to your registration statement  and have the
following comment.  Please respond to this letter by amending your registration statement and
providing the requested information .  If you do not believe our c omment applies 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 this comment , we may have  additional comments.

Exhibit 5.1

1. Please refer to assumptions (ii) and (iv) in the third paragraph on page two of the
opinion.  Please revise these assumptions to exclude the registrant or explain to us why it
is appropriate to assume that the registrant was duly created and had the power and
authority to execute the reviewed documents.  Refer to Section II.B.3.a of Staff  Legal
Bulletin No. 19.

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 requi re.  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
May 6 , 2014
Page 2

 Notwithstanding our comment, in the event you request ac celeration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it doe s not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibil ity for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities la ws 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 acc eleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 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 may contact  Isaac Esquivel, Staff Accountant, at (202) 551 -3395, or Daniel Gordon,
Branch Chief, at (202) 551 -3486 if you have quest ions 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)

April 28, 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. 3 to Registration Statement on Form S -1
Filed April 18, 2014
  File No. 333-193821

Dear Mr. Roberts :

We have reviewed Amendment No. 3 to your registration statement  and have the
following comment.  Please respond to this letter by amending your registration statement and
providing the requested information .  If you do not be lieve our comment applies 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 this comment , we may have  additional comments.

General

1. We note your response to comment 6 of our letter dated April 15, 2014.  With
respect to your disclosure on page 6, and elsewhere, that Mr. Roberts has developed and
grown businesses through the consummation of 29 acquisitions, please revise your
disclosure to discuss the number of these businesses that Mr. Roberts sold.  In additio n,
please discuss the average length of time that Mr. Roberts spent growing these businesses
before selling them, or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fil ing 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 adeq uacy of the disclosures they have made.

Ellery W. Roberts
1847 Holdings LLC
April 28, 2014
Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the C ommission 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, acting 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 declaration 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 th e 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 1934 as they relate to the prop osed
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 may contact  Isaac Esquivel, Staf f 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)

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)

March 31, 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. 1 to Registration Statement on Form S -1
Filed March 14, 2014
  File No. 333 -193821

Dear Mr. Roberts :

We have reviewed Amendment No. 1 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.

General

1. We note your disclosure that you will seek to acquire additional companies and that you
will focus on this component of your business.  Please provide us with a detailed analysis
of whether you are subject to the Investment Company Act of 1940.  Please not e that we
may refer your response to the Division of Investment Management for further review.

2. We note your response to comment 25 of our letter dated March 6, 2014.  Please remove
the reference to the equity -based component of the profit allocation on p age F -11.

Ellery W. Roberts
1847 Holdings LLC
March 31, 2014
Page 2

 Summary, page 4

Our Manager, page 5

3. We note your response to comment 6 of our letter dated March 6, 2014.  Please clarify if
your manager has agreed in writing to waive its fee to the extent revenue is not sufficient.
Additionally, bas ed on your response to comment 1, it appears that you will receive
$175,000 from your businesses, which equates to the amount to be paid to your manager.
Please advise how you will profit from this arrangement.

Acquisition Strategy, page 9

4. We note your disclosure that you intend to raise capital for additional acquisitions
primarily through debt financing, additional equity offerings, selling your businesses, or a
combination of these factors.  Please revise your prospectus summary to identify the most
significant risks associated with your acquisition strategy.

5. Please disclose here that your goal is to identify and acquire a profitable platform
business upon the completion of your public offering.  We note your disclosure to this
effect on page 70.

Organizational Chart, page 13

6. We note your response to comment 12 of our letter dated March 6, 2014, and your
revised organizational chart on page 13.  Please tell us whether Mr. Barry is a beneficial
owner of PPI Management Group LLC.  In addition, we note your response that Mr.
Roberts holds minority interests in PPI Acquisition Holdings LLC and Peekay
Acquisition LLC.  Please disclose Mr. Robert’s percentage of ownership of each of these
entities.

Risk Factors, page 19

Risks Relating to Our Relati onship with Our Manager, page 26

Termination of the management services agreement …, page 26

7. We note your response to comment 16 of our letter dated March 6, 2014.  Please clarify,
in this risk factor, that Mr. Roberts, as the director and majority shareholder, would
currently determine whether to terminate the management agreement.  Additionally,
please clarify whether you would be required to pay a termination fee if your manager is
terminated for cause by vote of the board.

Ellery W. Roberts
1847 Holdings LLC
March 31, 2014
Page 3

 Special Note Regardi ng Forward -Looking Statements, page 40

8. We note your reference to the Private Securities Litigation Reform Act of 1995.  Please
note that you are not eligible for the safe harbor for forward -looking statements available
under the PSLRA because you are not currently a U.S. reporting company.  Please revise
to remove this reference.  Additionally, we note that you have provided an extensive list
of what constitutes forward -looking statements. This definition of forward -looking
statements is too broad.  Please  revise.

Our Manager, page 46

Summary of Manager Fees and Profit Allocation Rights, page 47

9. We note your response to comment 20 of our letter dated March 6, 2014, and your table
disclosure on page 47.  Please disclose in this table that you will also be responsible for
the reimbursement of your manager’s costs and expenses.  Further, please clearly state
that you will not reimburse your manager for compensation paid to your named executive
officer, as noted in your response to comment 21 of our letter dated March 6, 2014.

Management Fee, page 48

Offsetting Management Services Agreements, page 48

10. We note that your revised disclosure on page 49 directing investors to a section for more
information about the offsetting management services agreement appears to cross -
reference this same section.  We also note the same issue with respect to your revised
disclosure on page 51 directing investors to a section for more information about the
transaction services agreements.  Please remove or revise these cross -references.

11. We note your response to comment 23 of our letter dated March 6, 2014.  We reissue o ur
comment in part.  Please disclose how you will be compensated if an agreement is
reached for your manager to provide  services instead of you.  If you will not receive any
compensation, please clarify what benefit this arrangement provides.

Management’s  Discussion and Analysis or Plan of Operation, page 60

Plan of Operation, page 70

12. We note your disclosure on pages 70  through 72 describing your plan of operations.
Please revise to provide more detail regarding the marketing and advertising actions you
will engage in.

Ellery W. Roberts
1847 Holdings LLC
March 31, 2014
Page 4

 Management, page 86

Board of Directors, Executive Officers, page 86

Ellery W. Roberts, page 86

13. We note your disclosure on page 86 that Mr. Roberts formed The 1847 Companies LLC
in July 2011, and that he operated as a fundless sponsor through this entity.  Please
disclose whether Mr. Roberts still operates through The 1847 Companies LLC.
Additionall y, please disclose whether you will compete with The 1847 Companies LLC
for potential acquisitions.  Additionally, we note your disclosure that Mr. Roberts
acquired 29 companies.  Please discuss his role at each of these entities and clarify when
his tenur e began and ended at each of these entities.

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 Securit ies 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.

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
acknowledging 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, acting 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 declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the f ederal
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 1934 as they relate to the proposed
public offering of the securities specified in the above registration state ment.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Ellery W. Roberts
1847 Holdings LLC
March 31, 2014
Page 5

 You may 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)

March 6, 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
Registration Statement on  Form S -1
Filed February 7, 2014
  File No. 333 -193821

Dear Mr. Roberts :

We have reviewed 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 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.

General

1. Section (a)(2) of Rule 419 defines a blank check company as a company that is issuing
penny stock that is “a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a merger or acquisi tion with
an unidentified company or companies, or other entity.”  In discussing this definition in
the adopting release, the Commission stated that it would “scrutinize … offerings for
attempts to create the appearance that the registrant … has a specific  business plan, in an
effort to avoid the application of Rule 419.”  See Securities Act Release No. 33 -6932
(April 28, 1992).

Your disclosure indicates that you are a development stage company with the principal
business objective of acquiring controlli ng interests in small to medium size businesses in
a variety of different industries.  In addition, your company lacks a specific plan of
operations for the next twelve months.  In view of the foregoing, it appears that your

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 2

 proposed business may be commen surate in scope with the uncertainty ordinarily
associated with a blank check company.

Accordingly, please revise your disclosure throughout your registration statement to
comply with Rule 419 of Regulation C or supplementally provide a detailed explana tion
as to why Rule 419 does not apply to this offering.  If you believe that you do not fall
within the definition of a blank check company, appropriate disclosure to demonstrate
your status as a non -blank check company should be included in the prospectu s as well as
a specific business plan.  Please refer to Item 101(a)(2) of Regulation S -K.  We offer the
following comments to help you revise your disclosure.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 4 05 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.  Similarly, please
supplementall y provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participati ng or will participate in your offering.

3. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

Prospectus Cover Page, page 2

4. Please reference the applicability of penny stock rules to transactions in your securities.
We note your risk factor di sclosure concerning penny stock regulations on page 39.

Summary, page 4,

Overview of Our Business, page 4

5. We note your disclosure on page 5 that Mr. Roberts has been operating as a “fundless
sponsor” for the past four years.  Please clarify here, if true, that you intend to operate
under this same strategy and that you do not intend to directly use proceeds fr om this
offering to make acquisitions.   Additionally, we note your disclosure that Mr. Roberts
has acquired three businesses using this method.  Please advise whether the two
businesses that you acquired a 50% interest in were subject to this method.  If so, please
clarify whether these businesses have been fully funded at this point.  If not, please
disclose when you expect these businesses to be fully funded, the amount of time left to
pay any remaining amounts owed, and, whether the original owners may take possession
of the businesses if this obligation is not fulfilled.  Further, please discuss Mr. Roberts’

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 3

 relationship with the third entity and disclose any conflicts that might arise from his
association with the third entity.

Our Manager, page 5

6. We note your disclosure on page 6 that with respect to your management consulting
business, you will pay your manager a flat quarterly fee of $43,750.  Please tell us
whether you expect sufficient revenues from your management consulting business to
cover th is fee.  To the extent that you will use proceeds from this offering to pay this fee,
please revise your disclosure accordingly.

7. We note your disclosure on page 6, and elsewhere, that your manager has consummated
29 acquisitions since 2000.  However, we n ote your disclosure on page 47 that your
manager is a newly created entity.  In addition, we note your disclosure on page 6, and
elsewhere, that your management team has more than 60 years of combined experience in
acquiring and managing businesses.  Howev er, we note that Mr. Roberts is your sole
employee, and the only key employee of your manager.  Please reconcile these
disclosures.   Further, please remove the reference to the combined experience of your
management team.

8. We note your disclosure on page 7, and elsewhere, concerning your operating agreement.
Please file the operating agreement as an exhibit to this registration statement or tell us
why you believe you are not required to file it.  Refer to Item 601(b)(10) of Regulation S -
K.

9. We note you r risk factors on pages 27 through 31, discussing the numerous risks
associated with the management fees and profit allocation to be paid to your manager.
Please revise your prospectus summary to identify the most significant risks associated
with the man agement fees and profit allocation.

10. We note your discussion of your board of directors on page 12.  Please balance your
disclosure here to state, if true, that shareholders will not have the ability to elect any
directors, per your risk factor disclosure on page 19.

Company Structure and History, page 12

11.  We note that you will distribute a Schedule K -1 to investors.  Please add a risk factor to
discuss the risk that the Schedule K -1 is complex and may result in a costly tax bill and
that the Schedule K -1 may lead to a taxable event for an  investor, even if they have not
sold their securities.

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 4

 Organizational Chart, page 13

12. Please revise your chart to disclose that Mr. Roberts is the sole managing member of
1847 Partners Class A Member LLC and 1847 Partners Class B Member LLC, and that
Mr. Roberts owns 98% and 100% of the entities, respectively.  We note your disclosure
to this effect on page 47.  In addition, please disclose that Mr. Roberts is the sole
managing member of your manager, 1847 Partners LLC, and please state the percentage
of ownership that Mr. Roberts has of the entity.  Further, please disclose the beneficial
owners and their percentage of ownership of the remaining entities on the chart: PPI
Management Group LLC, Christals Management LLC, PPI Acquisition Holdings LLC,
and Peekay Acquisition LLC.

The Offering, page 15

13. Please revise your discussion of your div idend and distribution policy to clarify that there
is no guarantee that you will make distributions following this offering.

Risk Factors, page 19

14. Your risk factor section includes a substantial number of risks that appear generic to any
issuer or of fering. Please revise these risk factors to demonstrate risks specific to you.
Refer to Item 503(c) of Regulation S -K.

15. We note that your auditors have issued a going concern opinion to your financial
statements.   Please include a risk factor , which discu sses the substantial doubt about your
ability to continue as a going  concern .  This risk factor  should discuss the risks  to you
from the possibility that your revenues will not be sufficient to meet your operating costs
and highlight that your current liab ilities exceed your current assets.

16. We note your disclosure on page 55 that the termination of the management services
agreement will not affect your manager’s rights to receive profit allocations.  Please
include a risk factor to discuss the potential risks presented by this situation.  Ple ase also
address the risk that you may incur significant fees if you terminate your management
services agreement.

Because our Chief Executive Officer controls …, page 19

17. Please expand this risk factor to clarify that your Chief Executive Officer may est ablish
his own compensation, revise the fees to be paid to affiliates, and issue shares to himself
and his affiliates.

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 5

 The management fee and profit allocation to be paid . . ., page 30

18. We note your disclosure that any profit allocation may reduce the  amount of cash
available for distribution to your shareholders.  If true, please revise this risk factor to
state that the profit allocation may also significantly reduce the cash available for
operations.

The offering price in this offering may not re present the value . . ., page 37

19. We note your disclosure that the offering price may not represent the value of your
common shares.  We also note your disclosure on page 32 that the offering price should
not be considered an indication of the actual value of the securities.  Please revise  your
risk factor to affirmatively state that the offering price does not represent the value of
your common shares.

Our Manager, page 47

Our Manager as a Service Provider, page 48

20. Please provide a  one page initial summary table that includes all of th e fees payable to the
manager or its affiliates. Additionally, we note your description of the fees to be paid and
the examples provided.  Please revise your disclosure to provide clearer descriptions of
the fees to be paid, the circumstances under which s uch fees will be paid and when such
fees will not be paid.  Please ensure that all fee disclosure is presented in one section.

21. In future filings that require Item 404 of Regulation S -K disclosure, please disclose the
amount of fees paid to the advisor by  type of fee and break out the amounts paid pursuant
to the reimbursement provision.   Additionally, we note your disclosure on page 36 that
you intend to pay the salary of your Chief Executive Officer.  Please provide the
disclosure required by Item 402 of Regulation S -K.

Termination Fee, page 51

22. We note your disclosure that a terminati on fee will be paid if your manager is terminated
based on the vote of your board and your shareholders.  However, on page 99, this
appears to be required for at least two of the circumstances under which your manager
may be terminated.  Please revise, as appropriate, to clarify when this fee will be paid.

Offsetting Management Services Agreements, page 51

23. We note your disclosure that your manager may provide other services for your
businesses that would offset the management fee.  Please explain the oth er services your
manager might provide that would result in it receiving an “offsetting fee,” and please
explain how you will be compensated in these situations.

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 6

Transaction Services Agreement, page 52

24. Please revise your disclosure to provide examples of  the types of transaction services
your manager will provide pursuant to transaction services agreements.  In addition,
please indicate any similarities and differences between such services and the services
that your manager will provide to you pursuant t o the management services agreement.
Further, please file this agreement in accordance with Item 601(b)(10) of Regulation S -K
or tell us why you do not believe you are required to file it.

Manager’s Profit Allocation, page 52

25. We note your disclosure on page 7 that the profit allocation has an equity -based
component and a distribution -based component.  Please revise this section to clarify these
two components, or advise.

Supplemental Put Provision, page 59

26. We note that if y our manager is terminated, it may receive payment for the allocation
shares it holds.  Please disclose if it will receive payment, even if the manager is
terminated for cause.

Plan of Operation, page 71

27. We note your disclosure that you intend to pay sala ries for assistants and analysts.  Please
revise your disclosure to provide more information regarding how you intend to use
analysts in your business.  Additionally, please reconcile this with your disclosure on
page 77 that you will not have any employee s other than Mr. Roberts.

Liquidity and Capital Resources of our Management Consulting Business, page 74

28. We note your disclosure that you entered into a restricted stock purchase agreement with
two consultants to the Company on September 15, 2013.   Please identify the consultants
and provide more detail concerning the services they provide to you.  We note that on
page 101, you identify Bevilacqua PLLC as one of the consultants.  Further, please
explain how the services provided by your consultants  differ from the services you
receive from your manager.

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 7

 Market Opportunity, page 77

29. We note your disclosure regarding acquisition multiples for small to middle market
businesses on page 77.  Please provide us with support for all quantitative and qualitative
business and industry data used in the registration statement.  The requested inf ormation
should be filed as EDGAR correspondence or, alternatively, should be sent in paper form
accompanied by a cover letter indicating that the material is being provided pursuant to
Securities Act Rule 418 and that such material should be returned to t he registrant upon
completion of the staff review process.

Management , page 87

30. For each named executive officer, director, or significant employee, please ensure that
you provide the month and year each individual’s employment started and ended with
each entity referenced.  If an officer or director assumed a different position during their
tenure with a particular entity, please provide this date as well. This disclosure should be
provided regarding their experience for at least the past 5 years.  Plea se revise your
disclosure to provide all information required by Item 401 of Regulation S -K.  In
addition, with reference to your disclosure on page 5 that Mr. Roberts has operated as a
“fundless sponsor” for the past four years, please identify here which  entity Mr. Roberts
was employed by while working in this capacity.

Financial Statements, page F -4

31. We note that you are a development stage company.   Please identify and label the
financial statements as those of a development stage entity.

Note 2 – Summary of Significant Accounting Policies, page F -8

32. We note that you recorded revenues in the period ended December 31, 2013.   Please tell
us how this revenue was earned and your basis for recognizing it.   Also, expand your
disclosure to include a more d etailed revenue recognition policy specific to your
business.