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                             March 22, 2024

       Frank S. Renda
       Chief Executive Officer
       Southland Holdings, Inc.
       1100 Kubota Drive
       Grapevine, TX 76051

                                                        Re: Southland Holdings,
Inc.
                                                            Post-Effective
Amendment No. 1 to
                                                            Registration
Statement on Form S-1 on Form S-3
                                                            Filed March 15,
2024
                                                            File No. 333-271057

       Dear Frank S. Renda:

                                                        We have reviewed your
post-effective amendment and have the following comments.

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

       Form POS AM filed March 15, 2024

       General

   1.                                                   Please provide your
analysis as to how you determined you are eligible to conduct your
                                                        offering of the common
stock to be issued upon exercise of the warrants on Form S-3. To
                                                        the extent you are
relying on General Instruction I.B.4 to use Form S-3, please tell us how
                                                        you have met the
informational requirements to warrant holders required by General
                                                        Instruction I.B.4(b)
and (c).
   2.                                                   We note that this
post-effective amendment appears to be adding to the registration
                                                        statement 138,544
shares of Common Stock that may be resold by the Chief Financial
                                                        Officer. To the extent
this increase in the number of shares represents the registration of
                                                        transactions in shares
not covered by the registration statement when it was initially
                                                        declared effective,
explain why you believe you can include additional shares by means of
                                                        a post-effective
amendment. Refer to Securities Act Rule 413. For additional guidance,
 Frank S. Renda
Southland Holdings, Inc.
March 22, 2024
Page 2
      see Question 210.01 of Securities Act Rules Compliance and Disclosure
Interpretations,
      available on our public website.
        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.

       Please contact Pearlyne Paulemon at 202-551-8714 or Pam Howell at
202-551-3357 with
any other questions.



                                                          Sincerely,
FirstName LastNameFrank S. Renda
                                                          Division of
Corporation Finance
Comapany NameSouthland Holdings, Inc.
                                                          Office of Real Estate
& Construction
March 22, 2024 Page 2
cc:       William R. Rohrlich, II
FirstName LastName