October 17, 2018

Brent Kelton
Chief Executive Officer
AMERI Holdings, Inc.
5000 Research Court, Suite 750
Suwanee, Georgia 30024

       Re: AMERI Holdings, Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed September 25, 2018
           File No. 333-227011

Dear Mr. Kelton:

       We have limited our review of your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our September
18, 2018 letter.

Amendment No. 1 to Form S-1 filed September 25, 2018

Private Placement, page 3

1.     Please expand your response to prior comment 2 to clearly show us your
calculations that
       result in the number of shares registered for sale. Also show us how the
total number of
       shares in the "Number of Shares Offered if No Adjustments are Made"
column on page 35
       was determined.
2.     We note your response to prior comments 2 and 3. It appears that the
terms of the
       unregistered transaction, including the terms of the warrants and the
pre-funded warrants,
       operate in substance to postpone until after effectiveness the
determination of the number
 Brent Kelton
AMERI Holdings, Inc.
October 17, 2018
Page 2
       of shares and the price per share to be issued to the selling
stockholders. Therefore, it
       remains unclear why it is appropriate to register the shares that are
not yet outstanding for
       resale at this time. Please revise, or provide us your analysis of
relevant authority on
       which you rely to conclude that the unregistered transaction is complete
under these
       circumstances.
Principal and Selling Stockholders, page 34

3.     Please clarify the fourth bullet point in your response to prior comment
4 given that your
       placement agent appears to be a selling stockholder. Also, please expand
your response
       regarding short positions so that it is not limited to the period ending
upon public
       announcement of the unregistered transaction.
Incorporation of Information by Reference, page 40

4.     We note your response to prior comment 5. If you are eligible to
incorporate by reference
       and choose to do so, please list in the documents incorporated by
reference all proxy or
       information statements filed pursuant to Section 14 of the Exchange Act
since December
       31, 2017.
Signatures, page II-8

5.     We note your response to prior comment 7. Please include with your
filing the power of
       attorney that grants authority to the attorney-in-fact who signed your
registration
       statement
       Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso,
Branch Chief, at
(202) 5513617 with any questions.



                                                              Sincerely,
FirstName LastNameBrent Kelton
                                                              Division of
Corporation Finance
Comapany NameAMERI Holdings, Inc.
                                                              Office of
Electronics and Machinery
October 17, 2018 Page 2
cc:       Adam W. Finerman, Esq.
FirstName LastName