SecProbe.io

April 11, 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.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed April 3¸2012
  File No. 333-179868

Dear Mr. Crain:
 We have reviewed your responses to the comments in our letter dated March 23, 2012
and have the following additional comments.

General

1. We note your response to our prior comment  1.  We disagree, however, with your
argument that you can omit the number of shares registered for resale or the list of selling
stockholders in the Selling Stockholders secti on if you rely on Genera l Instruction I.B.3
to Form S-3.  Rule 430B(b) permits omissi on of the number of shares registered for
resale and the list of selling shareholders “for primary offerings pursuant to General
Instruction I.B.1.”  Please re vise throughout the prospectus to include the number of
shares registered for resale and include the list of selling stockhol ders in the Selling
Stockholders section.  We also note that you r registration fee should be based on Rule
457(a) as opposed to Rule 457(o).  Pl ease advise or revise accordingly.
 Exhibit 5.1

2. We note your response to our prior comment 6 and reissue.  Because you are required to
identify the selling stockholde rs in the registration statemen t, please have counsel delete
assumption in subsection (5) in the last paragr aph on page 2 of the opinion as the shares
being registered for resale have already been issued.

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.

 Bohn H. Crain  Radiant Logistics, Inc.  April 11, 2012  Page 2

 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
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.