February 4,
2021

Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, CA 90067

       Re:    National Holdings Corporation
              Schedule TO-T filed by B. Riley Financial, Inc. and B. Riley
Principal
              Merger Corp. III.
              Filed January 27, 2021
              File No. 005-51125

              Schedule 13E-3 filed by National Holdings Corporation, B. Riley
Financial,
              Inc. and B. Riley Principal Merger Corp. III.
              Filed January 28, 2021
              File No. 005-51125

Dear Mr. Brown:

       We have reviewed the filings referenced above and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand the disclosure.

       Please respond to this letter by amending the filings, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to the facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendments to the filings and the information you
provide in
response to these comments, we may have additional comments. Please note that
capitalized
terms used but not defined herein have the meanings ascribed to them in the
filings.

Schedule TO

Offer to Purchase

Summary Term Sheet, page 1

1.     Disclosure on page 4 states,    No stockholder of NHLD has entered into
an agreement
       requiring them to tender their Shares into the Offer or to otherwise
support the Offer.
       Notwithstanding the absence of a formal agreement, please elaborate on
this statement by
 Patrick S. Brown, Esq.
February 4, 2021
Page 2


       referring to the apparent support of the Offer and intent to tender by
members of NHLD
       management.

Special Factors, page 11

2.     We note the following disclosure on page 12:    The representative of
S&C stated that, in
       the April 30 Proposal, management was excluded from the offer because
BRF intended
       that certain members of management remain in their positions following
the closing of
       the potential tender offer.    To the extent that such members of
management were
       mentioned by name, please disclose such names.

3.     Please provide more detail as to why Mr. Riley vacillated about the
possibility of BRF
       selling its ownership interest in NHLD at $3.25 per share. In this
regard, disclosure on
       page 13 indicates that, on July 15, BRF was unwilling to sell at
$3.25 per Share or any
       price near that price point.    Further disclosure indicates that, on
August 21, BRF was
       willing to consider a sale at that price, while on September 22, BRF was
once again
       unwilling to consider a sale at    $3.25 per Share or any price near
that price point.

4.     We note the various references to Mr. Asher in the disclosure. Please
confirm in your
       response letter that no agreement existed or exists between BRF and Mr.
Asher with
       respect to the Offer or the negotiations leading up to it, or, if such
an agreement did exist
       or does exist, please disclose that in the filing.

5.     We note the statements on page 38 that BRF and Purchaser    may be
deemed    affiliates of
       NHLD. Please revise such statements to remove the uncertainty.

The Tender Offer, page 39

6.     We note the following disclosure on page 41:    All questions as to the
validity, form,
       eligibility (including time of receipt) and acceptance for payment of
any tender of Shares
       will be determined by us in our sole discretion. We reserve the absolute
right to reject
       any and all tenders determined by us not to be in proper form or the
acceptance for
       payment of which may, in the opinion of our counsel, be unlawful.
Please revise this
       disclosure (as well as parallel disclosure on page 43 of the Offer to
Purchase and page 9
       of the Letter of Transmittal) to clarify that shareholders may challenge
such
       determinations in a court of competent jurisdiction.

7.     All offer conditions, except those dependent on the receipt of
regulatory approvals
       necessary to consummate the Offer, must be satisfied or waived at or
before the
       expiration of the Offer. The disclosure on page 52, however, states that
offer conditions
             may be waived by us or BRF in whole or in part at any time and
from time to
       time   .    Please revise to remove the implication that conditions may
be waived after
       expiration.
 Patrick S. Brown, Esq.
February 4, 2021
Page 3


8.     Please see the previous comment. Note that if an event occurs that
triggers    an offer
       condition before the Expiration Date, BRF and Purchaser must act
promptly to waive the
       condition, or assert it to terminate. BRF and Purchaser may not wait
until the Expiration
       Date to assert a condition that was triggered earlier in the Offer
period. Please confirm
       your understanding in your response letter.

Please contact me at (202) 551-8094 if you have any questions regarding our
comments.

                                                           Sincerely,

                                                           /s/ David M.
Plattner

                                                           David M. Plattner
                                                           Special Counsel
                                                           Office of Mergers
and Acquisitions