Mailstop 3561
                                                                   October 23,

    Tilman J. Fertitta
    Chief Executive Officer
    Landcadia Holdings, Inc.
    1510 WestLoop South
    Houston, Texas 77027

            Re:      Landcadia Holdings, Inc.
                     Revised Preliminary Proxy Statement on Schedule 14A
                     Filed October 9, 2018
                     File No. 001-37788

    Dear Mr. Fertitta:

           We have reviewed your revised filing 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

           Please respond to these comments within ten business days 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

           After reviewing your response to these comments, we may have
additional comments.
    Unless we note otherwise, our references to prior comments are to comments
in our September
    28, 2018 letter.

    Unaudited Pro Forma Condensed Combined Financial Information, page 82

        1. We note your response to comment 6 and have the following comments:

                  As previously requested, please tell us in more detail what
types of decisions, if any,
                  the former Landcadia stockholders will control through their
majority of voting
                  shares under the minimum redemption scenario. Your response
indicates that day-to-
                  day management of the post-combination company will be
primarily vested in the
                  officers of the company, but it does not summarize the types
of decisions that will be
                  subject to shareholder vote, the voting threshold needed for
approval of such
                  decisions, and the resulting analysis of what types of
decisions, if any, could be
                  controlled by the former Landcadia stockholders.
 Tilman J. Fertitta
Landcadia Holdings, Inc.
October 23, 2018
Page 2

           As previously requested, please tell us how board members will be
nominated and
           elected in subsequent years after the initial slate of directors is
elected, and tell us the
           role of the former Landcadia stockholders in that process. In doing
so, please provide
           your evaluation of whether the former Landcadia stockholders can
control the board
           under the minimum redemption scenario through the subsequent
staggered election of
           the Class I, Class II, or Class III board members.

           As previously requested, please tell us the business reason why the
transaction is not
           structured to more clearly give control of the post-combination
company to the
           former Waitr stockholders by giving them the majority of voting
rights in the
           combined entity under all redemption scenarios. To assist us in
understanding your
           response, please provide us with your insights as to why the merger
was negotiated to
           have such disparity between the voting rights received by the former
           stockholders and their representation on the board of directors,
particularly under the
           minimum redemption scenario.

           Please revise the disclosures throughout your filing where
appropriate, such as your
           Questions and Answers beginning on page 11 and Risk Factors
beginning on page 42,
           to clearly disclose, if true, that even if Landcadia's stockholders
receive a majority of
           the voting rights in the post-combination company, they will not
control the post-
           combination company.

    2. Please revise the narrative disclosures in your pro forma financial
statements, the
       discussion of sources and uses for funding the business combination on
page 94, and
       throughout your filing where appropriate, to briefly disclose how you
expect to use the
       proceeds from the Landcadia Debt Facility and Notes if some or all of
those proceeds are
       not needed to redeem Landcadia public shares.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 89

    3. We note your disclosure in Note 3 in pro forma adjustment (K) regarding
the debt
       financing. Please revise this footnote to briefly explain, if true, that
the $1.25 million of
       debt proceeds classified as restricted cash relates to your commitment
to repay the FEI

Description of Discussions with Jefferies

Discussion of Selected Companies, page 128

    4. Please disclose the public companies Jefferies used for their selected
company analysis
       and the transactions they utilized in their selected transaction
 Tilman J. Fertitta
Landcadia Holdings, Inc.
October 23, 2018
Page 3

Miscellaneous, page 129

    5. Please revise page 33 of your proxy to quantify the financial advisory
fee that Jefferies is
       entitled to upon the closing of the business combination. Please also
disclose in this
       section whether this fee is contingent upon the closing of the business

Information about Waitr

Key Business Metrics, page 185

    6. Please clarify whether Gross Food Sales includes gratuities other than
prepaid gratuities,
       such as cash tips.

Financial Statements of Waitr Incorporated for the Year Ended December 31, 2017

Notes to the Consolidated Financial Statements

9. Convertible Notes, Net, page F-69

    7. Your response to comment 31 indicates that Waitr applied the guidance in
ASC 470-50-
       40-10 related to modifications of convertible debt when the conversion
feature is not
       bifurcated either before or after the transaction. However, we note the
disclosure in the
       first paragraph on page F-72 that Waitr determined that the feature
providing for
       conversion into stock issued in the next financing at a stated discount
and the ability for
       holders to redeem their notes at a substantial premium represented an
       derivative which required separate accounting in accordance with ASC 815
and recorded
       a bifurcated embedded derivative at fair value on the date of issuance
with an offset to the
       discount on the convertible note payable. Please tell us how you
considered the effect of
       this derivative on your accounting for the debt extinguishment and
reconcile the apparent
       inconsistency between your disclosures and your response. Please revise
your disclosure
       or your response as appropriate.

    8. Please tell us and disclose how you determined the $18.3 million fair
value of the
       amended promissory notes. Please show us your calculations in your
response. Please
       also revise to disclose the material terms of the amended Series 2017
Notes including the
       par value of such Notes.
 Tilman J. Fertitta
Landcadia Holdings, Inc.
October 23, 2018
Page 4

       You may contact Sondra Snyder, Staff Accountant, at (202)551-3332 or
Thompson, Accounting Branch Chief, at (202)551-3737 if you have questions
comments on the financial statements and related matters. Please contact Danilo
Castelli, Staff
Attorney, at (202)551-6521, Lisa Kohl, Legal Branch Chief, at (202)551-3252, or
me at
(202)551-3720 with any other questions.


                                                           /s/ Lisa M. Kohl for

                                                           Mara L. Ransom
                                                           Assistant Director
                                                           Office of Consumer
cc:    Steve Schenithal; Elliot Smith