SecProbe.io

March 23, 2012
 Via E-mail

Bohn H. Crain Chief Executive Officer Radiant Logistics, Inc. 405 114th Avenue S.E. Bellevue, WA 98004
Re: Radiant Logistics, Inc.
  Registration Statement on Form S-3
Filed March 2¸2012
  File No. 333-179868

Dear Mr. Crain:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please revise throughout the prospectus to in clude the number of shares registered for
resale and include the list of selling sharehol ders in the Selling Stockholders section.  We
note that you may not omit this information under Rule 430B(b) because you are not eligible to register resale of  your securities in reliance on In struction I.B.1 of Form S-3.
We also note that your registration fee s hould be based on Rule 457(a) as opposed to
Rule 457(o).  Please advise or revise accordingly.
 Selling Stockholders, page 31

2. Please revise to state that the selling stockholders may be deemed underwriters.

 Bohn H. Crain  Radiant Logistics, Inc.  March 23, 2012  Page 2

 Signatures, page 42

3. Please revise to include anot her paragraph, as provided in Form S-3, that should precede
the signatures of your officers and director s signing in their individual capacities.

4. Please revise to have your principal accounti ng officer or controller  sign the registration
statement in his or her individual capacity.

Exhibit 5.1

5. Please confirm that counsel will file an unqualified opinion at each takedown.

6. Please have counsel delete assumption in subsec tion (5) in the last paragraph on page 2 of
the opinion because shares being registered  for resale have already been issued.

7. Please have counsel delete the second full pa ragraph in section 5 of  the opinion.  Counsel
may not attempt to limit reliance.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed

 Bohn H. Crain  Radiant Logistics, Inc.  March 23, 2012  Page 3

 public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551-3324 with any
questions.
 Sincerely,
   /s/ John Stickel
John Stickel Attorney-Advisor
 cc:  via E-mail

 Stephen M. Cohen, Esq.