August 24, 2018

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

       Re: DPW Holdings, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed July 30, 2018
           File No. 001-12711

Dear Mr. Ault:

      We have limited our review of your filing 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your
response.

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

PRE14A filed July 30, 2018

Election of Directors, page 8

1.     Please ensure that you balance your disclosure regarding Messrs. Ault
and Horne. For
       example, it appears that some of the companies mentioned on page 9 have
not made
       required periodic filings for some time.

Proposal No. 3, page 17

2.     Please reconcile the disclosure on page 17 that you are asking for
approval of the chief
       executive officer's employment agreement with the disclosure elsewhere
in your filing,
       such as on pages 1, 3 and 5, that you are asking for approval of the
grant of shares of
       common stock and the grant of options to purchase shares of your common
stock to the
 Milton C. Ault, III
DPW Holdings, Inc.
August 24, 2018
Page 2
      chief executive officer. Also, reconcile the disclosure on page 19 that
you are asking for
      approval of the chief financial officer's employment agreement with the
disclosure
      elsewhere in your filing that you are asking for approval of the grant of
shares of common
      stock and the grant of options to purchase shares of your common stock to
the chief
      financial officer
        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 Thomas Jones at 202-551-3602 or Amanda Ravitz, Assistant
Director,
at 202-551-3412 with any questions.



                                                           Sincerely,
FirstName LastNameMilton C. Ault, III
                                                           Division of
Corporation Finance
Comapany NameDPW Holdings, Inc.
                                                           Office of
Electronics and Machinery
August 24, 2018 Page 2
cc:       Marc J. Ross
FirstName LastName