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  225 Bush St. Floor 17, San Francisco, CA 94104

March 2, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance, Office of Energy &
Transportation

100 F Street, N.E.

Washington, DC 20549

 Attn: Yolanda Guobadia

Gus Rodriquez

 Re: LiveRamp Holdings, Inc.

Form 10-K for the Fiscal Year ended March 31,
2022

Filed May 24, 2022

File No. 001-38669

Ladies and Gentlemen:

We submit this letter in response to the comments
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission to LiveRamp Holdings, Inc. (the “Company”
or “LiveRamp”) received by email dated February 15, 2023, relating to the Company’s Form 10-K for the fiscal
year ended March 31, 2022 (File No. 001-38669) filed on May 24, 2022 (the “10-K”).

In this letter, we have recited the comments from
the Staff in bold and italicized type and have followed the comment with the Company’s response. Page references herein correspond
to the page of the 10-K. References to “we”, “our”, or “us” mean the Company.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page F-11

 1. We note that your discussions and analyses of various operating expenses in your annual and subsequent interim reports include
references to research and development expenses, sales and marketing expenses, and general and administrative expenses, each excluding
stock-based compensation expense and, in the case of general and administrative expenses, also excluding certain third-party transformation
costs.

You quantify the differences in these partial measures,
indicate the percentages of change compared to the preceding period, and the percentages that such partial measures represent of revenues,
comparing the most recent period to the preceding period.

We believe that you should identify these partial metrics
as non-GAAP measures and provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K. Please submit the revisions that
you propose to comply with this guidance.

The Company acknowledges the Staff’s comment
and advises the Staff that the Company will exclude these partial measures, including percentages that such partial measures represent
of revenue, in our discussion of various operating expenses in future filings. By way of example, the following modified explanation of
Sales and Marketing (“S&M”) expense from page F-12 of the 10-K reflects the format we intend to employ in future
filings:

S&M expenses were $182.8 million
for fiscal 2022, an increase of $5.2 million, or 2.9%, compared to fiscal 2021, and are 34.6% of total revenues compared to 40.1% in the
prior year. The increase is primarily due to headcount investments (employee-related expenses increased $5.1 million) and increased professional
services ($8.6 million). These increases were offset by an $11.8 million decrease in stock-based compensation expense. Current year expenses
included $28.6 million of stock-based compensation expense compared to $40.4 million in the prior year. The decrease in stock-based compensation
expense is primarily due to the accelerated vesting of certain awards in the prior year fourth quarter that would have otherwise vested
over the subsequent six months to take advantage of significant cash tax savings opportunities.

Reach us at info@LiveRamp.com LiveRamp.com

 2. We note that concerns over bookings have been a topic for discussion during your quarterly earnings calls for the current fiscal
year. For example, during your second quarter 2023 earnings call, these were prefaced by stating, "Some investors have questioned
whether our recent bookings weakness is driven by a secular shift in the marketplace or product market misalignment rather than cyclical
factors and a temporary lull in sales productivity.” However, this metric is not mentioned in your discussions and analyses of subscription
revenues in your periodic reports or in earnings releases.

As bookings appear to be an important metric to investors
in assessing your performance, please expand your disclosures to clarify how this metric correlates with or relates to subscription revenues,
and to address the following points, consistent with Item 303(b)(2)(i) and (ii) of Regulation S-K:

 · Describe any known trends or uncertainties in bookings that have had, or that are reasonably likely to have, a material favorable
or unfavorable impact on net sales or revenues or income from continuing operations.

 · Describe any unusual or infrequent events or transactions or any significant economic changes that materially affected income
from continuing operations.

During
certain recent earnings calls, we have discussed bookings trends within the context of recent
staffing changes within our sales organization. Bookings is a measure of incremental annualized
subscription revenue from contracts signed during the period from either new customers or incremental revenue from contract renewals
with existing customers (which we refer to as “upsell”). We use bookings internally to monitor and compensate our
salespeople, but as a measure of our total revenue performance it is an incomplete metric because it can vary significantly
across periods due to reasons unrelated to the underlying performance of our business and does not
account for other factors that determine total revenue, such as contraction with existing customers (churn and downsell) and
variable consideration. We believe there are other metrics that are more useful to investors in understanding our
subscription revenue performance and trends. In our earnings release materials, we report the following revenue-related metrics:
annualized recurring subscription revenue (ARR), subscription net retention (SNR), fixed revenue contract commitments not yet
recognized (RPO) and RPO to be recognized over the next twelve months (CRPO). Bookings is one input, among others, in each of these
measures. We believe these metrics provide more complete measures of subscription performance as they not only include new and
upsell revenue activity (i.e., bookings), but also include renewal, retention and utilization performance. We currently provide
disclosures of RPO and CRPO in our consolidated financial statements as required under GAAP. To enhance our discussion regarding
revenue performance in our periodic reports, the Company advises the Staff that we intend to include a discussion of ARR, SNR, RPO
and CRPO in future filings, starting with the Annual Report on Form 10-K for the fiscal year ending March 31, 2023. In
accordance with Item 303(b)(2)(i) and (ii) of Regulation S-K, our discussion of these measures will also include, as and
where applicable, any unusual or infrequent events or transactions or any significant economic changes that materially affected our
results of operations (including revenues) in the applicable periods, as well as any known trends or uncertainties that have had, or
that are reasonably likely to have, a material favorable or unfavorable impact on our operating results.

The Company respectfully acknowledges
that it is responsible for the adequacy and accuracy of our disclosures, notwithstanding any review, comments, action or absence of action
by the Staff.

We believe our response addresses
your comments. However, we would be happy to speak to you directly if you need additional information or clarification.

    Sincerely,

    /s/ Warren C. Jenson

    Warren C. Jenson

    President, Chief Financial Officer and Executive Managing Director of International

Contact Information:

Warren C. Jenson

warren.jenson@liveramp.com

 Reach us at info@LiveRamp.com LiveRamp.com

Lauren Dillard

Senior Vice President of Finance and Investor Relations

lauren.dillard@liveramp.com

Art Kellam

Senior Vice President and Chief Accounting Officer

art.kellam@liveramp.com

Craig Harrison

Vice President of Corporate Finance

craig.harrison@liveramp.com

 Reach us at info@LiveRamp.com LiveRamp.com