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                              August 3, 2022

       Maria Reda
       General Counsel
       Steel Connect, Inc.
       200 Midway Lane
       Smyrna, TN 37167

                                                        Re: Steel Connect, Inc.
                                                            Schedule 13E-3/A
filed August 2, 2022
                                                            SEC File No.
5-43347
                                                            Filed by Steel
Partners Holdings, LP et al.
                                                            color:white;"_
                                                            PRER14A filed
August 2, 2022
                                                            SEC File No.
1-35319

       Dear Ms. Reda:

              We have reviewed your revised filings 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 these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                After reviewing your response to these comments, we may have
additional comments.
       All defined terms have the same meaning as in your proxy statement and
all page references are
       to that amended document.

       Schedule 13E-3/A filed August 3, 2022

       June 12, 2022 Financial Presentation, page 38

   1.                                                   Refer to comment 8 in
our original comment letter. While we note the revised disclosure
                                                        in the comparable
companies and comparable transactions subsections, describe how
                                                        Houlihan Lokey's
"professional judgment and experience" were exercised to select these
                                                        particular companies
and transactions in the supply chain and third-party logistics services
                                                        industries.
 Maria Reda
Steel Connect, Inc.
August 3, 2022
Page 2
Proposal No. 2: The Amendment Proposal, page 97

2.     Refer to comment 11 in our original comment letter and the responsive
revisions on page
       97 of the preliminary proxy statement. We still are unclear what will
happen if this
       proposal does not pass but the Merger is approved. Please revise.
General

3.     Refer to comment 2 in our original comment letter. It is unclear from
your response
       whether Imperial Capital did not provide any oral or written reports
(within the meaning
       of Item 9 of Schedule 13E-3), or whether Imperial Capital did not
provide any written or
       oral reports that you believe are materially related to this
transaction, for purposes of Item
       9 and Item 1015 of Regulation M-A. If the latter, please explain why you
believe the oral
       or written feedback from Imperial is not encompassed by those disclosure
requirements
       and provide any written materials supplementally for our consideration.
If it is your
       assertion that Imperial did not provide any written or oral materials or
feedback related to
       the going private transaction, please revise the disclosure in the proxy
statement to
       describe what it did as Parent's financial advisor.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to Christina Chalk at (202) 551-3263.



                                                              Sincerely,
FirstName LastNameMaria Reda
                                                              Division of
Corporation Finance
Comapany NameSteel Connect, Inc.
                                                              Office of Mergers
& Acquisitions
August 3, 2022 Page 2
cc:       Colin Diamond, Esq.
FirstName LastName