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                             March 9, 2022

       Thomas Moran
       Vice President, Corporate Secretary/Legal Counsel
       Southwest Gas Holdings, Inc.
       8360 S. Durango Dr.
       P.O. Box 98510
       Las Vegas, Nevada 89193-8510

                                                        Re: Southwest Gas
Holdings, Inc.
                                                            Amendments No. 8
and 9 to Schedule 14D-9 filed 1/28 and 3/1/2022
                                                            File No. 5-89940
                                                            Rule 14a-12
Soliciting Material filed 1/28/2022
                                                            File No. 1-37976

       Dear Mr. Moran:

              We have reviewed your filings 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 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.

       Amendments No. 8 and 9 to Schedule 14D-9 filed 1/28 and 3/1/2022,
respectively, and
       DEFA14A filed 1/28/2022

       General

   1.                                                   The Company has made
statements in amendments to Schedule 14D-9 and in past
                                                        soliciting materials
filed pursuant to Exchange Act Rule 14a-12 that refer to the tender
                                                        offer by IEP Utility
Holdings LLC as    highly illusory    and containing    a long list of
                                                        ambiguous conditions,
nearly all of which we note are within Mr. Icahn   s discretion.
                                                        Please do not use these
or similar statements in the Company   s filings without providing a
                                                        proper factual
foundation. In addition, as to matters for which the Company does have a
                                                        proper factual
foundation, please avoid making statements about those matters that go
                                                        beyond the scope of
what is reasonably supported by the factual foundation.
                                                        Characterizing a
statement as one   s opinion or belief does not eliminate the need to
 Thomas Moran
FirstName  LastNameThomas
Southwest Gas  Holdings, Inc. Moran
Comapany
March      NameSouthwest Gas Holdings, Inc.
       9, 2022
March2 9, 2022 Page 2
Page
FirstName LastName
         provide a proper factual foundation for the statement; there must be a
reasonable basis for
         each opinion or belief that the Company expresses. Please refer to the
Company   s
         obligations under Exchange Act section 14(e) and Exchange Act Rule
14a-9. In
         responding to this comment, please address the fact that multiple
conditions appear to be
         within the control of the Company and a majority of remaining
conditions appear to be
         objectively determinable.
2.       Disclosure in the Company   s Schedule 14D-9 filed on November 9, 2021
indicated that:

            The Company routinely maintains contact with third parties,
including other participants
         in its industry, regarding a wide range of potential business
transactions. It has not
         ceased, and has no intention of ceasing, such activity as a result of
the Offer. The
         Company   s policy has been, and continues to be, not to disclose the
existence or content
         of any such discussions with third parties (except as may be required
by law) as any such
         disclosure could jeopardize any future negotiations that the Company
may conduct.

         Similar disclosure is found in the Company   s preliminary proxy
statement filed on
         February 28, 2022, along with a discussion of the Bridge Facility:

            Over the course of its review process, the Company and its
financial advisors contacted
         and engaged with numerous financing sources, including both debt
financing and equity
         financing. In accordance with the Board   s ongoing evaluation,
Southwest Gas entered
         into a 364-day term loan agreement (the    Bridge Facility   ) on
November 1, 2021, which
         has provided the Company with the flexibility to consider a range of
permanent financing
         alternatives for the Questar transaction.

         We note that subsequent to the entry into the Bridge Facility, it does
not appear that the
         Company has provided any disclosure under cover of Schedule 14D-9
regarding its plans
         for refinancing the Bridge Facility or any updates regarding the
activities of Lazard in
         seeking such alternative financing arrangements other than disclosure
in the amendment to
         the Schedule 14D-9 filed on March 1, 2022. Such amendment described
the February 21,
         2022 telephone call between Lazard and Mr. Icahn discussing Mr. Icahn
 s potential
         financing to replace the Bridge Facility.

         Disclosure in soliciting material filed by the Icahn Group on March 1,
2022 indicates that
         following such call with Mr. Icahn, Lazard emailed a questionnaire to
Mr. Icahn that
         included questions regarding special financing transactions, including
questions
         concerning specific types of equity, ratios of any such equity if a
financing were to consist
         of multiple components as well as questions included proposed terms of
financing
         transactions, such as the issuance of common equity, convertible
preferred equity, exit
         requirements and governance rights.

         Given the detailed nature of such questionnaire regarding the terms of
special financing
         transactions, please advise us whether the Company has been conducting
negotiations
         with parties other than Carl Icahn and his affiliates in order to
refinance the Company   s
 Thomas Moran
Southwest Gas Holdings, Inc.
March 9, 2022
Page 3
       debt, including the Bridge Facility. If the Company is currently engaged
in such
       negotiations, we remind the Company of its obligations under Exchange
Act Rule 14d-
       9(c), including its obligation to promptly disclose and disseminate any
material changes in
       the information set forth in Schedule 14D-9, including the information
called for by Item
       7 of Rule 14d-101, as described in Item 1006(d) of Regulation M-A. Note
specifically the
       types of transactions referenced in Item 1006(d)(1)(ii), including,
without limitation, the
       cross-reference to Item 1006(c)(3). Notwithstanding the first sentence
of the Instruction
       to Item 1006(d)(1), we remind the Company that such instruction still
requires, at a
       minimum, disclosure indicating that negotiations with respect to the
Bridge Facility or
       other debt, if true, are being undertaken or are underway.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to Perry Hindin at 202-551-3444.



                                                            Sincerely,
FirstName LastNameThomas Moran
                                                            Division of
Corporation Finance
Comapany NameSouthwest Gas Holdings, Inc.
                                                            Office of Mergers &
Acquisitions
March 9, 2022 Page 3
cc:       Brandon C. Parris
FirstName LastName