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