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                            December 19, 2022

       David Hamamoto
       Co-Chief Executive Officer
       DiamondHead Holdings Corp.
       250 Park Ave., 7th Floor
       New York, New York 10177

                                                        Re: DiamondHead
Holdings Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed November 22,
2022
                                                            File No. 333-267820

       Dear David Hamamoto:

             We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
November 8, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed November 22,
2022

       Cover page

   1.                                                   We note your response
to comment 1. Please revise to also indicate the value of the
                                                        Founder Shares and the
value of the Private Placement Warrants along with an
                                                        aggregate value of the
interests at risk.
       Unaudited Pro Forma Condensed Combined Financial Information, page 68

   2.                                                   For certain transaction
accounting adjustments, it appears that your pro forma balance
                                                        sheet aggregates
multiple adjustments into one numerical amount in the column for
                                                        transaction accounting
adjustments. For example purposes only, we note your adjustment
                                                        for $161,694,564 is
labeled 3c,d, we further note that adjustment 3(d)(7) appears to
 David Hamamoto
DiamondHead Holdings Corp.
December 19, 2022
Page 2
         describe multiple items (i.e. earnout adjustment and transaction
costs), and it is unclear
         what amounts result in the aggregate adjustment of $161,694,564.
Please revise your pro
         forma balance sheet to provide a separate line for each transaction
accounting adjustment
         and revise your footnotes to disaggregate multiple adjustments, as
applicable.
3.       We note your response to comment 9 and your revisions to your filing.
Please further
         revise to disclose the methodology, the quantitative inputs and any
material assumptions
         used to calculate the estimated fair value for each finished land lot
acquired from the Land
         Development Affiliates. In addition, please revise to disclose any
material uncertainties,
         if any, with respect to this adjustment. Please refer to Rule 11-02 of
Regulation S-X.
Legal Proceedings, page 117

4.       We note your response to comment 13 and we reissue it in part. Please
revise to address
         the compensation and relief sought in each lawsuit.
GSH's Management's Discussion and Analysis of Financial Condition and Results
of Operations,
page 157

5.       We note your revised disclosure on page 158 that states you had $478.7
million in
         revenues from sales of homes in 2021. This disclosure does not appear
to align with the
         amount of revenues on your income statement. Please revise your
disclosure regarding
         revenue from sales of homes to remove such disclosure or revise to
further clarify what
         this amount represents, or advise.
6.       We note your response to comment 16 and your revised disclosures.
Please further
         expand your disclosure to clarify how supply chain disruptions have
had, and may
         continue to have, a material impact on GSH's results of operations,
liquidity or capital
         resources. In this regard, your enhanced disclosure should consider
         the quantitative impact of supply chain disruptions on GSH's business,
which you disclose
         generally resulted in increased costs for GSH to obtain building
supplies and GSH having
         to absorb additional carrying costs on homes being constructed.
7.     We note your response to comment 17 and your revised disclosure. Such
disclosure does
       not appear to be consistent with your increase in cancellation rates and
decrease in
       backlog. Please expand your discussion to disclose any known trends or
uncertainties that
       have had or are reasonably likely to have a material impact on your cash
flows, liquidity,
       capital resources, cash requirements, financial position, or results of
operations arising
       from, related to, or caused by inflation. Trends or uncertainties may
include the impact of
FirstName LastNameDavid Hamamoto
       inflation and mortgage interest rates on cost of sales, gross profit,
inventory and taxes as
Comapany
       well NameDiamondHead      Holdings
             as decrease in demands         Corp.increase in cancelation rates,
and decrease in
                                     for homes,
       backlog.
December   19, 2022 Page 2
FirstName LastName
 David Hamamoto
FirstName LastNameDavid   Hamamoto
DiamondHead   Holdings Corp.
Comapany19,
December  NameDiamondHead
              2022           Holdings Corp.
December
Page 3    19, 2022 Page 3
FirstName LastName
The Business Combination
Merger Consideration, page 193

8.       We note your response to comment 21, please address the following:
             It appears that you assume that closing indebtedness less closing
cash will be $93
             million. Please clarify for us and in your filing your basis for
your assumption that
             this amount will be $93 million.
             To the extent that such amount can vary from $93 million, please
clarify for us and in
             your filing if the amount of UHG Class A common shares, UHG Class
B Common
             Share, shares underlying the Rollover Options, and shares
underlying the Assumed
             Warrants can vary.
             To the extent the share amounts can vary, please revise to expand
your disclosure
             throughout your filing to address this variability.
         This comment also applies to your note 1 and note 6 to the unaudited
pro forma
         condensed combined financial information.
Background of the Business Combination, page 195

9.       We note your response to comment 22. Please revise to address in
greater detail the
         nature of the add-on business opportunities.
       You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356
with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:      Robert Downes