SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 17, 2014
Via E-Mail
John K. Wilson, Esq. Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, WI  53202

RE: Hudson Global, Inc.
Preliminary Proxy Statement  Filed April 11, 2014 File No. 000-50129

Dear Mr. Wilson:

We have reviewed your 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
disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  General
1. Please revise to clarify the effect of br oker non-votes with respect to each proposal.
Specifically, indicate, if true, that in a contested election, a broker does not have
discretionary authority to vote on any proposals to  be voted on at the meeting regardless of
whether such proposals are routine or not.

Election of Directors, page 5
2. Please revise to describe Ms. Laing’s presen t principal occupation or employment and the
name, principal business and address of any corporation or other organization in which
such employment is carried on.  See Item 5(b)(1)(ii) of Schedule 14A.  Also revise to disclose her business experience during the last five years.  See Item 7(b) of Schedule
14A and corresponding Item 401 of Regulation S-K. .

John K. Wilson, Esq.
Foley & Lardner LLP April 17, 2014 Page 2  Approval of an Amendment . . ., page 50
3. The disclosure regarding th is proposal discusses amendm ents to your articles of
incorporation to declassify th e board of directors and to m odify shareholders’ ability to
remove directors.  Please provide us with an  analysis that undert akes to explain how
including both changes in one pr oposal is consistent with Exch ange Act Rule 14a-4(a)(3).

Proxy Solicitation, page 52
4. We note that proxies may be solicite d by telephone, personally and electronic
communication.  Please be advised that all written soliciting mate rials, including any
scripts to be used in solic iting proxies must be filed unde r the cover of Schedule 14A on
the date of first use.  Refer to Rule 14a-6(b)  and (c).  Please conf irm your understanding.
5. Please provide us with the statement require d by Item 5(b)(1)(iii) of Schedule 14A for
each participant notwithstanding the absence of a requirement to disclose a negative
response in the proxy statement.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the participants  are in possession of
all facts relating to the disclosure, they are re sponsible for the accurac y and adequacy of the
disclosures they have made.
 In responding to our comments, please provide  a written statement from each participant
acknowledging that:
 the participant is responsible for the adequ acy and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the participant may not assert staff comment s as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

John K. Wilson, Esq.
Foley & Lardner LLP April 17, 2014 Page 3
Please direct any questions to Nicholas Pa nos, Senior Special C ounsel, at (202) 551-3266
or me at (202) 551-3641.            S i n c e r e l y ,           / s /  G e o f f  K r u c z e k
Geoff Kruczek
        A t t o r n e y - A d v i s o r          Office of Mergers & Acquisitions