July 23, 2019

Nathan J. Mazurek
Chief Executive Officer
Pioneer Power Solutions, Inc.
400 Kelby Street, 12th Floor
Fort Lee, New Jersey 07024

       Re: Pioneer Power Solutions, Inc.
           Preliminary Merger Information Statement on Schedule 14C
           Filed July 3, 2019
           File No. 001-35212

Dear Mr. Mazurek:

        We have limited our review of your filing to the issue 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your
response.

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

Preliminary Merger Information Statement on Schedule 14C filed July 3, 2019

Will Pioneer Power's common stock remain listed on NASDAQ if the Equity
Transaction is
completed?, page 11

1.    We note your disclosure that "[b]ecause the size of Pioneer Power's
operating business
      will be reduced following the consummation of the Equity Transaction,
Pioneer Power
      may be notified that, in NASDAQ's view, Pioneer Power no longer satisfies
the continued
      listing standards of NASDAQ, and that Pioneer Power's common stock will
be delisted
      pursuant to NASDAQ's authority under NASDAQ Listing Rule 5101." Given
your
      reference to Rule 5101, please tell us, with a view towards revised
disclosure if
      appropriate, if there are factors other than your reduced size under Rule
5101 that could
      cause you to be delisted. Also, clarify the criteria which you must
satisfy to maintain
      continued listing on NasdaqCM and whether, in light of your expected
operations
      following the Equity Transaction, you expect to satisfy those criteria.
 Nathan J. Mazurek
FirstName LastNameNathan J. Mazurek
Pioneer Power Solutions, Inc.
Comapany NamePioneer Power Solutions, Inc.
July 23, 2019
Page 2
July 23, 2019 Page 2
FirstName LastName
The Equity Transaction
Accounting Treatment , page 41

2.       Please revise to include the company's financial information called
for by Item 13(a) of
         Schedule 14A. This includes the company's audited financial statements
for the two most
         recent fiscal years plus unaudited interim periods. You may
incorporate by reference
         these financial statements if you meet the requirements outlined in
Item 13(b) of Schedule
         14A. Refer to Item 1 of Schedule 14C.
3.       Under Item 1 of Schedule 14C, a company must furnish the information
called for by all
         of the items of Schedule 14A of Regulation 14A which would be
applicable to any matter
         to be acted upon at the meeting if proxies were to be solicited in
connection with the
         meeting. Please revise to include the financial information called for
by Items 13 and
         14(a)(4) of Schedule 14A for the sale of Electrogroup, Jefferson and
JE Mexico. This
         includes the unaudited financial statements of Electrogroup, Jefferson
and JE Mexico for
         the two most recent fiscal years plus interim periods and pro forma
financial information
         giving effect to disposals for the latest complete fiscal year and
subsequent interim period.
         If the disposal qualifies as a discontinued operation, the pro forma
operating information
         should be presented for each of the past two years and interim
periods. Refer also to Rule
         8-04 of Regulation S-X and the Division of Corporation Finance's July
2001 Interim
         Supplement to Publicly Available Telephone Interpretations, Section H6
         at http://www.sec.gov/interps/telephone/phonesupplement3.htm.
        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.

        You may contact Tara Harkins at (202) 551-3639 or Kevin Kuhar,
Accounting Branch
Chief, at (202) 551-3662 if you have questions regarding comments on the
financial statements
and related matters. Please contact Tim Buchmiller at (202) 551-3635 or Geoff
Kruczek, Special
Counsel, at (202) 551-3641 with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Electronics and Machinery
cc:      Rick A. Werner, Esq.