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{N0120553 }
DLH HOLDINGS CORP.
3565 Piedmont Road, NE
Building 3, Suite 700
Atlanta, Georgia 30305
August 16, 2016
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Larry Spirgel, Assistant Director
Gregory Dundas, Attorney-Advisor
Re: DLH Holdings Corp.
Registration Statement on Form S-3
Filed July 1, 2016, as amended
File No.: 333-212380
Dear Messrs. Spirgel and Dundas:
DLH Holdings Corp., a New Jersey corporation (the “Company”), hereby respectfully
requests, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, that
the effective date for the Registration Statement referred to above be accelerated so that it will be
declared effective at 4:00 p.m., eastern time, on August 18, 2016, or as soon as practicable
thereafter.
In connection with the foregoing request, the Company is aware of its obligations under
the Securities Act as they relate to the Registration Statement referred to above and acknowledges
that: (i) should the U.S. Securities and Exchange Commission (the “Commission”) or its staff (the
“Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration
Statement; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Company may not assert Staff comments and the declaration of effectiveness of the
Registration Statement as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
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Thank you for your assistance in this matter. Should you have any further comments please
do not hesitate to contact the undersigned or Michael A. Goldstein of Becker & Poliakoff, LLP,
counsel to the Company.
Sincerely yours,
DLH HOLDINGS CORP.
By: /s/ Kathryn M. JohnBull
Kathryn M. JohnBull,
Chief Financial Officer