June 12, 2018

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

       Re: GWG Holdings, Inc.
           Revised Preliminary Information Statement on Schedule 14C
           Filed May 29, 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.

Revised Preliminary Proxy Statement filed May 29, 2018

General

1.    We note your response to prior comment 2. As Item 13(a) of Schedule 14A
requires
      financial statements meeting the requirements of Regulation S-X to be
included, please
      expand your response to tell us your consideration of the requirement to
file the equity
      investee's financial statements pursuant to Rule 3-09 of Regulation S-X.
As part of your
      response, please provide the computations prepared supporting your
conclusions that
      financial statements for your investment in Beneficient are not required
pursuant to Rule
      3-09 of Regulation S-X.
2.    We note that you have included a pro forma balance sheet as part of the
information
      statement to reflect the investment in Beneficient. Please also provide
the pro forma
      income statement that reflects the transaction so that investors can
understand how the
 William B. Acheson
GWG Holdings, Inc.
June 12, 2018
Page 2
      transaction will diversify the Company's income statement, as well as any
other
      information required by Rule 11-02 of Regulation S-X.
        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 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 12, 2018 Page 2
cc:       Jacky Junek
FirstName LastName