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                              October 10, 2023

       John North
       Chief Executive Officer
       Lazydays Holdings, Inc.
       4042 Park Oaks Blvd., Suite 350
       Tampa, Florida 33610

                                                        Re: Lazydays Holdings,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 6,
2023
                                                            File No. 333-274489

       Dear John North:

                                                        We have reviewed your
amended registration statement and have the following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe this 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 September 20,
2023 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Material U.S. Federal Income Tax Consequences, page 39

   1.                                                   We note that you have
filed a short-form tax opinion in response to our comment. Please
                                                        revise both your
opinion filed as Exhibit 8.1 and your disclosure in this section to state
                                                        clearly that the
disclosure in the tax consequences section of the prospectus constitutes the
                                                        opinion of counsel.
Refer to Section III.B.2 of Staff Legal Bulletin No. 19 for guidance.
 John North
FirstName  LastNameJohn
Lazydays Holdings, Inc. North
Comapany
October 10,NameLazydays
            2023        Holdings, Inc.
October
Page 2 10, 2023 Page 2
FirstName LastName
       Please contact Taylor Beech at 202-551-4515 or Dietrich King at
202-551-8071 with any
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services