December 19, 2019

Alec E. Gores
Chairman of the Board
Gores Holdings III, Inc.
9800 Wilshire Blvd.
Beverly Hills, CA 90212

       Re: Gores Holdings III, Inc.
           Proxy Statement on Schedule 14A
           Filed November 22, 2019
           File No. 001-38643

Dear Mr. Gores:

       We have reviewed your filing and have the following 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.

Preliminary Proxy on Schedule 14A filed November 22, 2019

Industry Leadership with Extensive Portfolio of Mission-Critical Services, page
44

1.    Please revise to provide support for claims throughout your proxy
statement regarding
      PAE's market leadership.
Comparative Share Information, page 120

2.    Please expand your disclosure to include the requisite historical and
equivalent pro forma
      per share data of the target company as well as book value per share,
cash dividends
      declared per share; and income (loss) per share from continuing
operations. Refer to Item
      14(b)(10) of Schedule 14A.
 Alec E. Gores
FirstName LastNameAlec E. Gores
Gores Holdings III, Inc.
Comapany19, 2019
December NameGores Holdings III, Inc.
December 19, 2019 Page 2
Page 2
FirstName LastName
Background of the Business Combination, page 149

3.       Please provide more detail about your negotiations with Company C and
Company D,
         including information regarding the contemplated structure and
financial parameters of
         these potential business combinations. If any or all of Companies A
through F are
         portfolio companies of Platinum Equity or otherwise affiliated with
Tom Gores, please
         revise to disclose.
4.       Please expand the disclosure in this section to include a more
detailed description of the
         negotiations surrounding the material terms of the merger agreement
and the other
         agreements related to the Business Combination. For example, we note
that "updated
         terms" were discussed at different intervals and that you refer
several times to stockholder
         and potential investor feedback on the deal terms. We also note
numerous updates on the
         "then-current transaction structure and terms" during the intensive
negotiation period from
         September 18, 2019 to October 31, 2019. Please provide a more robust
discussion of
         significant open issues, how they were resolved, and how the deal
evolved, including with
         respect to the form and mix of consideration and the adjustments
thereto, the earn-out
         right, the potential increase in the equity that Platinum Equity would
be "rolling in" the
         transaction, and the registration and investor rights agreements.
5.       We note your description on page 154 regarding the independence
disclosure letter in
         which Moelis "disclosed to the Board particular relationships or
investments of Moelis
         that could impact Moelis' independence and the Board's decision to
engage Moelis to
         deliver a fairness opinion to the Board." Please revise to describe
these relationships or
         investments, and to explain why the board "determin[ed] that none of
such matters would
         have an impact on Moelis' independence."
6.       We note that you engaged Bank of America Merrill Lynch, Morgan
Stanley, and Evercore
         as advisors to the proposed business combination. Please revise your
disclosure to
         elaborate on their respective roles and, if a report, opinion or
appraisal was prepared by
         any of those advisors, please provide disclosure pursuant to Item
14(b)(6) of Schedule
         14A.
Beneficial Ownership of Securities, page 290

7.       Please identify the natural persons with voting and/or dispositive
power over the securities
         held by the non-natural persons listed in the ownership table.
 Alec E. Gores
FirstName LastNameAlec E. Gores
Gores Holdings III, Inc.
Comapany19, 2019
December NameGores Holdings III, Inc.
Page 3
December 19, 2019 Page 3
FirstName LastName
        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.

       You may contact Blaise Rhodes at 202-551-3774 or Donna Di Silvio at
202-551-3202 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at 202-551-3314 or Mara Ransom at 202-551-3264 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services