April 10, 2019

Raj Dani
Chief Financial Officer
Roaring Fork Holding, Inc.
1001 17th Street, Suite 100
Denver, CO 80202

       Re: Roaring Fork Holding, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted April 1, 2019
           CIK No. 0001679826

Dear Mr. Dani:

      We have reviewed your amended draft registration statement 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1

Prospectus Summary
Overview, page 1

1.     Your revised disclosure in response to prior comment 1 includes neither
the total number
       of customers nor the number of new customers with ARR over $250,000 as
of December
       31, 2017. We believe such information would provide important context
since you state
       that your future revenue and operating results are dependent in part on
acquiring new
       customers and retaining existing customers. Your disclosure appears to
suggest that an
       increasing number of customers have exceeded $250,000 ARR as of their
initial
       purchase. Please revise or advise.
 Raj Dani
Roaring Fork Holding, Inc.
April 10, 2019
Page 2
Risk Factors
Risks Relating to Our Business
If we are unable to enhance and deploy our cloud-based offerings . . ., page 15

2.     In response to prior comment 2, you provide additional disclosure
regarding revenue from
       subscription term-based licenses versus revenue from subscription SaaS
and support and
       maintenance. As support and maintenance revenue is included in SaaS
revenue, please
       contextualize the disclosure by addressing the extent of your dependence
on on-premise
       offerings and on growth in cloud-based offerings.
Risks Relating to Our Common Stock and This Offering
Our certificate of incorporation will designate the Court of Chancery . . .,
page 52

3.     Your forum selection provision will identify the Court of Chancery of
the State of
       Delaware as the exclusive forum for certain litigation, including any
"derivative action."
       In this regard, you state that "it will not apply to suits to enforce a
duty or liability created
       by the Exchange Act or any other claim for which the federal courts have
exclusive
       jurisdiction." Please disclose whether this provision will apply to
actions arising under the
       Securities Act. In this regard, Section 22 of the Securities Act creates
concurrent
       jurisdiction for federal and state courts over all suits brought to
enforce any duty or
       liability created by the Securities Act or the rules and regulations
thereunder. If this
       provision will apply to Securities Act claims, please revise your
prospectus to state that
       there is uncertainty as to whether a court would enforce such provision
and to state that
       stockholders will not be deemed to have waived the company's compliance
with the
       federal securities laws and the rules and regulations thereunder. If
this provision will not
       apply to actions arising under the Securities Act, please ensure that
the exclusive forum
       provision in the certificate of incorporation states this clearly.
Finally, reconcile this
       disclosure with the corresponding disclosure on page 142.
       You may contact Melissa Walsh, Senior Staff Accountant, at (202)
551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Bernard Nolan,
Attorney-Adviser, at (202) 551-6515 or, in his absence, Barbara C. Jacobs,
Assistant Director, at
(202) 551-3735 with any other questions.



                                                               Sincerely,

FirstName LastNameRaj Dani                                     Division of
Corporation Finance
                                                               Office of
Information Technologies
Comapany NameRoaring Fork Holding, Inc.
                                                               and Services
April 10, 2019 Page 2
cc:       Robert E. Goedert, P.C.
FirstName LastName