June 7, 2019

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

       Re: DPW Holdings, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed May 16, 2019
           File No. 001-12711

Dear Mr. Ault:

       We have completed our review of your filing. 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.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Electronics
and Machinery
cc:    Henry Nisser