August 22, 2018

Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
20 Shipyard Way
Newport Beach, CA 92663

       Re: DPW Holdings, Inc.
           Form S-3, filed July 23, 2018
           File No. 333-226301

Dear Mr. Ault:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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.

Form S-3 filed July 23, 2018

About the Company, page 3

1.     Where you refer to acquisitions, such as Enertec, please disclose the
nature of the business
       acquired. Include the status of any pending acquisition and discuss
delays in completing
       the acquisition and reasons for those delays.
General

2.     Please file or identify the filing with which you have included the
agreements you
       highlight in the last three paragraphs on page 4, the fifth paragraph on
page 5, and the last
       three paragraphs on page 6. Also address the CEO guarantee mentioned on
page 5.
       Include in your response the applicable exhibit number, if any.
 Milton C. Ault, III
DPW Holdings, Inc.
August 22, 2018
Page 2

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Tom Jones, Staff Attorney, at 202-551- 3602 or Amanda
Ravitz,
Assistant Director at 202-551-3412 with any other questions.



FirstName LastNameMilton C. Ault, III                      Sincerely,
Comapany NameDPW Holdings, Inc.
                                                           Division of
Corporation Finance
August 22, 2018 Page 2                                     Office of
Electronics and Machinery
FirstName LastName