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                          September 30, 2020

       Brent Kelton
       Chief Executive Officer
       AMERI Holdings, Inc.
       4080 McGinnis Ferry Road, Suite 1306
       Alpharetta,GA 30005

                                                        Re: AMERI Holdings,
Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed September 17,
2020
                                                            File No. 333-238742

       Dear Mr. Kelton:

               We have reviewed your amended registration statement and have
the following
       comments. In some of our comments we may ask you to provide us
information so that 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 that our comments apply to
your facts and
       circumstances or do not believe that an amendment is appropriate, please
tell us why in your
       response.

              After reviewing any amendment to your registration statement and
the information that
       you provide in response to these comments, we may have additional
comments.

       Pre-effective Amendment 2 to Registration Statement on Form S-4 filed
September 17, 2020

       Calculation of Registration Fee Table, page i

   1.                                                   We note your response
to prior comment 1. The aggregate number of shares of common
                                                        stock disclosed in note
(1) is 38,253,037; the number of shares of common stock to be
                                                        registered is
38,253,057. Please reconcile the difference.
       Letter to the Stockholders of Ameri Holdings, Inc., page 1

   2.                                                   Please disclose the
exchange ratio.
       Summary Term Sheet, page 1

   3.                                                   We note your disclosure
that Alpha will acquire 3,542,441 common shares of Jay Pharma
 Brent Kelton
AMERI Holdings, Inc.
September 30, 2020
Page 2
      and warrants to purchase 3,542,441 common shares of Jay Pharma in
connection with the
      $3.5 million private placement. On the cover page and page 22, the amount
of the private
      placement is $3 million. Please correct this inconsistency.
Comparative Historical and Unaudited Pro Forma Per Share Data , page 56

4.    We note your response to prior comment 5. Given the structure of the
transactions,
      including the reverse acquisition and the spin-off of Ameri, please
disclose that you have
      not provided pro forma equivalent per share disclosures. Please also
disclose the expected
      ownership interests in the Resulting Issuer of the historical
shareholders of Ameri and Jay
      Pharma subsequent to the transactions.
Unaudited Pro Forma Condensed Combined Financial Statements, page 188

5.    We note your response to prior comment 9; however, based on your
disclosures in note 5
      on page 196, it is not clear to us how issuing 16,263,563 shares of
resulting issuer
      common stock at $0.01 par value resulted in the adjustment of $128,080 to
common
      stock. Please revise your adjustment.
6.    Refer to adjustment 7 on page 197. Given that the additional proceeds
from the note are
      already reflected in Jay Pharma's updated historical interim financial
statements, it appears
      to us that your adjustment to cash is overstated by $500,000 and your
adjustment to notes
      payable is understated by $500,000. Please clarify or revise your
disclosures.
Consolidated Financial Statements, page F-1

7.    We note your response to prior comment 21; however, please also correct
the as revised
      disclosures for total other assets and total assets as of December 31,
2019 in note 21 on
      page F-70.
        You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or
Anne M.
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding
comments on
the financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Sherry Haywood, Senior Counsel, at (202) 551-3345 with any
other
questions.



                                                            Sincerely,
FirstName LastNameBrent Kelton
                                                            Division of
Corporation Finance
Comapany NameAMERI Holdings, Inc.
                                                            Office of
Manufacturing
September 30, 2020 Page 2
cc:       Richard A. Friedman, Esq.
FirstName LastName