June 5, 2019

Ronald F. Dutt
Chief Executive Officer
Flux Power Holdings, Inc.
985 Poinsettia Avenue, Suite A
Vista, CA 92081

       Re: Flux Power Holdings, Inc.
           Registration Statement on Form S-1
           Filed May 24, 2019
           File No. 333-231766

Dear Mr. Dutt:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

       Please contact Heather Percival at 202-551-3498 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Electronics and Machinery
cc:    Daniel B. Eng, Esq.