September 4, 2019

William P. Murnane
Chief Executive Officer
Lazydays Holdings, Inc.
6130 Lazy Days Blvd.
Seffner, Florida 33584

       Re: Lazydays Holdings, Inc.
           Form 10-K for Fiscal Year Ended December 31, 2018
           Filed March 22, 2019
           File No. 001-38424

Dear Mr. Murnane:

      We have reviewed your filing and have the following comment. In our
comment, we
may ask you to provide us with information so we may better understand your
disclosure.

       Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2018

General

1.    We note that your forum selection provision in your organizational
documents identifies a
      state court located within the State of Delaware (or if the Court of
Chancery does not have
      jurisdiction, another state court located within the State of Delaware,
or if no state court
      located within the State of Delaware has jurisdiction, the federal
district court for the
      District of Delaware) as the exclusive forum for certain litigation,
including any
      "derivative action." Please disclose whether or not this provision
applies to actions
      arising under the federal securities laws. If so, please also disclose
that there is
      uncertainty as to whether a court would enforce such provision. If the
provision applies to
      Securities Act claims, please also state that investors cannot waive
compliance with the
      federal securities laws and the rules and regulations thereunder. In that
regard, we note
      that Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state
      courts over all suits brought to enforce any duty or liability created by
the Securities Act
      or the rules and regulations thereunder. Please also revise your risk
factor section to
 William P. Murnane
Lazydays Holdings, Inc.
September 4, 2019
Page 2
         disclose the material risks associated with this provision in your
governing documents.
        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 Jennifer L pez, Staff Attorney at (202) 551-3792 with
any questions.



FirstName LastNameWilliam P. Murnane                          Sincerely,
Comapany NameLazydays Holdings, Inc.
                                                              Division of
Corporation Finance
September 4, 2019 Page 2                                      Office of
Consumer Products
FirstName LastName