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                     December 5, 2022

       Thomas Priore
       President, Chief Executive Officer and Chairman
       Priority Technology Holdings, Inc.
       2001 Westside Parkway, Suite 155
       Alpharetta, GA 30004

                                                        Re: Priority Technology
Holdings, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed March 17,
2022
                                                            File No. 001-37872

       Dear Thomas Priore:

              We have completed our review of your filings. 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.




                     Sincerely,


                     Division of Corporation Finance

                     Office of Trade & Services