SecProbe.io

Mail Stop 4561
March 9 , 2016

John Walpuck
Chief Financial Officer and Chief Operating Officer
Creative Realities, Inc.
22 Audrey Place
Fairfield, NJ 07004

Re: Creative Realities, Inc.
  Registration Statement on Form S -1
Filed February 11, 2016
  File No. 333 -209487

Dear Mr. Walpuck:

We have limited our review of your registration 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 believe our comments apply to your facts and
circums tances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Schedule  A, paragraph  16 of the  Securities  Act of 1933 and Item 501(b)(3) of Regulation
S-K require  that you disclose the price  at which the  securities  will be sold.  Given  the
lack of an established market  for your securities,  please  disclose the  fixed  price  at which
the selling  shareholders  will sell the  shares  covered  by the prospectus.  We will not
object  if you state that the securities  will be sold at the  disclosed fixed  price until your
shares  are listed on a  recognized  inter-dealer  quotation system  (e.g.,  the OTC Bulletin
Board) and  thereafter  at prevailing  market prices  or privately  negotiated  prices.  Please
make  corresponding  changes  throughout  the prospectus.

Facing Sheet

2. We note that you did not check the box indicating that you are offering the securities on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933.  Your

John Walpuck
Creative Realities , Inc.
March 9, 2016
Page 2

 disclosure on page 36 indicates, however, that selling shareholders will be  selling their
shares from time to time.  Please advise or revise.

Cover Page

3. Please disclose that you have a currently -effective registration statement and provide the
number of shares available.

Prospectus Summary

The Offering, page 3

4. Please revise your disclosure in this section to indicate the number of shares that you are
registering as a result of each transaction.  We note, for example, that you do not indicate
the number of shares that you are registering with regard to the:
 Promissory note iss ued June 23, 2015 in the principal amount of $400,000;
 Promissory note issued June 23, 2015 in the principal amount of $584,506;
 Factoring agreement entered into on October 15, 2015;
 Secured convertible promissory note issued October 26, 2016; and
 Secured convertible promissory notes issued December 28, 2015;

The number of shares described in your revised disclosure should equal the number of
shares in the fee table.

Use of Proceeds, page 14

5. Please disclose how you intend to use the proceeds, if any, th at you might receive upon
the exercise of outstanding warrants.  Refer to Item 504 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operation, page
14

6. When you update your financial statements in accordance wi th Item 8.08 of Regulation
S-X, please revise the disclosure in this section of your offering document to provide a
discussion of your recently completed fiscal year.  Refer to Item 303 of Regulation S -K.

Executive Compensation, page 27

7. Please update this section to include compensation disclosure for the 2015 fiscal year.
Refer to Item 402 of Regulation S -K.

Security Ownership of Certain Beneficial Owners and Management, page 30

8. By footnote or otherwise, please clarify how the table accounts for th e shares of common

John Walpuck
Creative Realities , Inc.
March 9, 2016
Page 3

 stock underlying the Series A and Series A -1 Convertible Preferred Stock.  In this regard,
we note that each share of preferred stock is entitled to two and one -half votes per share.
We also note that the total number of common shares b eneficially owned by Mr. Mills
does not account for the additional voting rights of the preferred shares that he owns.

Selling Shareholders, page 32

9. In your table, please include all the columns required by Item 507 of Regulation S -K,
such as the number of shares held after the completion of the offering.

10. Please disclose the natural persons that have voting or dispositive power over the shares
held by the entities in your table.  For guidance, refer to Question 140.02 of the
Regulation S -K Compliance and  Disclosure Interpretations.

11. The aggregate number of shares in your table that will be offered by the selling
shareholders differs from the number of shares in the fee table and throughout your
prospectus.  Please reconcile.

12. Tell us whether any of the en tities in your table are broker -dealers or affiliate of broker -
dealers.

Item 15.  Recent Sales of Unregistered Securities, page II -1

13. Please disclose the October 26, 2015 transaction and the December 2015 issuance of
975,000 shares that you describe on pa ge 4, in accordance with Item 701 of Regulation
S-K.

Item 16.  Exhibits and Financial Statement Schedules, page II -3

Exhibit 5.1

14. The opinion states that the registration statement includes 13,775,596 shares issued upon
conversion of the promissory notes and accrued interest and 5,680,804 issued upon
exercise of warrants.  This amount does not equal the total number of shares in the first
paragraph of the opinion or in the fee table.  Please file a revised opinion.

Signatures, page II -6

15. Please revi se to indicate the person signing in the capacity of the principal executive
officer.  Refer to Instruction 1 under the “Signatures” portion of Form S -1.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and

John Walpuck
Creative Realities , Inc.
March 9, 2016
Page 4

 all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and 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 for acceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respect ive responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any a mendment prior to the requested effective date of the
registration statement.

Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3462 with any questions.  If you require further assistance, you may conta ct Barbara
C. Jacobs, Assistant Director, at (202) 551 -3735.

Sincerely,

 /s/ Mark P . Shuman

Mark P. Shuman
Branch Chief —Legal
Office of Information
        Technologies and Services

cc: Paul D. Chestovich, Esq.
 Maslon LLP