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United States securities and exchange commission logo





                            December 6, 2021

       Stephanie L. Gill
       Chief Legal Counsel and Corporate Secretary
       Vertiv Holdings Co
       1050 Dearborn Drive
       Columbus, Ohio 43085

                                                        Re: Vertiv Holdings Co
                                                            Registration
Statement on Form S-3
                                                            Filed November 22,
2021
                                                            File No. 333-261268

       Dear Ms. Gill:

              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.

       Registration Statement on Form S-3 filed November 22, 2021

       General

   1.                                                   Please tell us how you
have complied, or intend to comply, with the requirements of Rules
                                                        3-05 and 11-01 of
Regulation S-X as they relate to your acquisition of E&I which was
                                                        consummated on November
1, 2021. Alternatively, provide us with your calculations
                                                        supporting a conclusion
that you are not required to provide the information in this Form
                                                        S-3.
               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
 Stephanie L. Gill
Vertiv Holdings Co
December 6, 2021
Page 2

time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or Jay
Ingram, Legal
Branch Chief, at 202-551-3397 with any questions.



                                                             Sincerely,
FirstName LastNameStephanie L. Gill
                                                             Division of
Corporation Finance
Comapany NameVertiv Holdings Co
                                                             Office of
Manufacturing
December 6, 2021 Page 2
cc:       David J. Miller
FirstName LastName
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