October 19, 2018

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

       Re: AMERI Holdings, Inc.
           Registration Statement on Form S-1
           Response Dated October 18, 2018
           File No. 333-227011

Dear Mr. Kelton:

       We have reviewed your October 18, 2018 response to our comment letter
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 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 October 17,
2018 letter.

Response Letter submitted October 18, 2018

Private Placement, page 3

1.     We note your response to prior comment 1. However, the number of shares
indicated in
       your table on page 35 as offered for resale if no adjustments are made
does not appear to
       reconcile to your disclosure regarding the number of securities sold.
Please revise as
       appropriate.
2.     Revise your disclosure regarding the total number of shares that could
become issuable
       under the agreements to clarify how you calculated those numbers.
Address the number
       of shares that do not underlie warrants, the number of shares underlying
the pre-funded
 Brent Kelton
AMERI Holdings, Inc.
October 19, 2018
Page 2
      warrants, and the number of shares underlying the warrants that are not
pre-funded
      separately.
       Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso,
Branch Chief, at
(202) 551-3617 with any questions.



                                                          Sincerely,
FirstName LastNameBrent Kelton
                                                          Division of
Corporation Finance
Comapany NameAMERI Holdings, Inc.
                                                          Office of Electronics
and Machinery
October 19, 2018 Page 2
cc:       Adam W. Finerman, Esq.
FirstName LastName