March 2, 2018

William B. Acheson
Chief Financial Officer
GWG Holdings, Inc.
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402

       Re: GWG Holdings, Inc.
           Preliminary Information Statement on Schedule 14C
           Filed February 9, 2018
           File No. 001-36615

Dear Mr. Acheson:

       We have reviewed your filing 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 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 Information Statement on Schedule 14C

General

1.    We note that the issuance of common stock is part of a transaction to
facilitate your
      acquisition of Beneficient. Please revise your information statement to
provide all of the
      information required by Item 14 of Schedule 14A with respect to the
Beneficient
      acquisition or tell us why you believe it is not required. Please refer
to Item 1 of Schedule
      14C and Note A to Schedule 14A.
2.    We note that you are taking action with respect to the issuance of a
material amount
      of senior securities. Please provide the information required by Item 11
of Schedule 14A
      with respect to the L Bonds, including information responsive to Item
13(a) of Schedule
      14A. See Item 11(e) and instruction 1 to Item 13 of Schedule 14A.
 William B. Acheson
GWG Holdings, Inc.
March 2, 2018
Page 2

        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 Chris Edwards at (202) 551-6761 or Mary Beth Breslin at
(202) 551-3625
with any questions.

FirstName LastNameWilliam B. Acheson                      Division of
Corporation Finance
Comapany NameGWG Holdings, Inc.                           Office of Healthcare
& Insurance
June 16, 2017 Page 2
cc: Jacky Junek
FirstName LastName