SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 February 22, 2011
 Clifford Lerner, President Snap Interactive, Inc. 363 7
th Avenue, 13th Floor
New York, NY  10001
 Re: Snap Interactive, Inc.
  Registration Statement on Form S-1   Filed February 11, 2011   File No. 333-172202
Dear Mr. Lerner:

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. If you intend to request effectiveness be fore providing updated audited financial
statements for the fiscal year ended D ecember 31, 2010, confirm that such audited
financial statements are not available and provi de us with your analysis as to whether you
satisfy each of the requirements of Rule 8-08(b) of Regulation S-X.
 Undertakings, page II-5

 2. Please provide the undertaking required by Item 512(h) of Regulation S-K.
 Signatures, page II-6

 3. It appears that only the regist rant has signed the registration statement.  The registration
statement must also be signed by specifie d persons in their individual capacities,
including the company's principal executive o fficer, its principal fi nancial officer, its

Clifford Lerner, President
Snap Interactive, Inc. February 22, 2011 Page 2

controller or principal accounti ng officer and by at least a majority of the board of
directors.  Please revise.  Refer to Instruct ion 1 to Signatures in the Form S-1. If any
person occupies more than one of the specified positions required to sign the Form S-1, indicate on the signature page all of the capacities in which the person is signing the
Form S-1.  Also, the appropriate text spec ified in the Form S-1 should precede the
signatures provided by th e required individuals.

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 Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the
fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange 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.

Clifford Lerner, President
Snap Interactive, Inc. February 22, 2011 Page 3

 If you have any questions regarding these co mments, please contact Matthew Crispino at
(202) 551-3456.  Should you require further assistance, you may contact the undersigned at (202)
551-3462.           S i n c e r e l y ,           / s /  M a r k  P .  S h u m a n           M a r k  P .  S h u m a n          B r a n c h  C h i e f  –  L e g a l    cc: Gregg E. Jaclin, Esq.  Anslow & Jaclin, LLP