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