April 26, 2019

Joseph Peterson
Chief Financial Officer
NRC GROUP HOLDINGS CORP.
952 Echo Lane, Suite 460
Houston, Texas 77024

       Re: NRC GROUP HOLDINGS CORP.
           Form S-3
           Filed April 5, 2019
           File No. 333-230738

Dear Mr. Peterson:

       We have limited our review of your 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.

Form S-3 filed April 5, 2019

General

1.     We note that there is no established public trading market for your
shares of Series A
       Convertible Preferred Stock and that you do not intend to apply to list
them on any
       national securities exchange or recognized trading system. Please revise
your prospectus
       to disclose a fixed price at which the selling stockholders will be
reselling their shares of
       Series A Convertible Preferred Stock. Please refer to Schedule A,
Paragraph 16 and Item
       501(b)(3) of Regulation S-K.
Risk Factors
The charter designates the Court of Chancery of the State of Delaware as the
sole and exclusive
forum..., page 7
 Joseph Peterson
NRC GROUP HOLDINGS CORP.
April 26, 2019
Page 2
2.       We note that your forum selection provision identifies the Court of
Chancery of the State
         of Delaware as the exclusive forum for certain litigation, including
any "derivative
         action," subject to certain exceptions, such as any claim which is
vested in the exclusive
         jurisdiction of another court. Please disclose whether this provision
applies to actions
         arising under the Securities Act or Exchange Act. In that regard, we
note that Section 27
         of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce
         any duty or liability created by the Exchange Act or the rules and
regulations thereunder,
         and 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 the provision applies to
Securities Act claims,
         please also revise your prospectus 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.
Selling Stockholders, page 10

3.       You appear to have material relationship with entities in the selling
security holder table,
         based on your disclosure under "Material Relationships with Selling
Stockholders" on
         page 16. Accordingly, please disclose the natural persons who have
voting and
         dispositive power over the shares held by these entity selling
security holders. Please
         refer to Regulation S-K Compliance and Disclosure Interpretations
Question 140.02.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact Sergio Chinos, Staff Attorney, at 202-551-7844 or Jay
Ingram, Legal
Branch Chief, at 202-551-3397 with any other questions.



                                                                Sincerely,
FirstName LastNameJoseph Peterson
                                                                Division of
Corporation Finance
Comapany NameNRC GROUP HOLDINGS CORP.
                                                                Office of
Manufacturing and
April 26, 2019 Page 2                                           Construction
FirstName LastName