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                          September 27, 2023

       Ronald F. Dutt
       Chief Executive Officer
       Flux Power Holdings, Inc.
       2685 S. Melrose Drive
       Vista, CA 92081

                                                        Re: Flux Power
Holdings, Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed September 25,
2023
                                                            File No. 333-274689

       Dear Ronald F. 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 Jenny
O'Shanick at 202-551-8005 with any questions.




                          Sincerely,


                          Division of Corporation Finance

                          Office of Manufacturing
       cc:                                              John P. Yung