SecProbe.io

January 22, 2015

Via E -mail
James Kirsch
Chief Executive Officer
Professional Diversity Network, Inc.
801 W. Adams Street, Suite 600
Chicago, Illinois 60607

Re: Professional Diversity  Network, Inc.
  Registration Statement on Form S-3
Filed  December 31, 2014
  File No.  333-201341

Dear Mr. Kirsch :

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
circumstances 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.

1. It appears you may be relying on General Instruction I.B.6 of Form S -3 to register the
primary offering of securities covered by the registration statement.  If true, please
confirm your understanding of the requiremen t that the aggregate market value of
securities sold by you or on your behalf pursuant to the above -referenced instruction
during the period of 12 calendar months immediately prior to, and including, the sale may
not account for more than one -third of the aggregate market value of the voting and non -
voting common equity held by your non -affiliates.  Additionally, please ensure you
disclose the public float and the amount of securities offered during the prior 12 months
on the outside front cover of your pro spectus. See Instruction 7 to General Instruction
I.B.6 of  Form  S-3.  Alternatively, please provide us with the calculations used to
determine that you meet the $75 million public float set forth in General Instruction I.B.1.

James Kirsch
Professional Diversity Network, Inc.
January 22, 2015
Page 2

 2. If you are relying on Genera l Instruction I.B.6 of Form S -3 for the primary offering of
securities being registered, please tell us how much of the $100,000,000 of securities that
you are registering is currently accessible, in light of the one -third public float limitation
set forth  in that instruction  and your current public float.  Consider  providing cover page
disclosure in this regard .

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 193 3 and
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 disc losures 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 Commission 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 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 respective responsibilities under the
Securities Act of 1 933 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 amendment prior to the requested effective date of the
registration statement.

James Kirsch
Professional Diversity Network, Inc.
January 22, 2015
Page 3

 If you have any questions, please  contact Katherine Wray, Attorney -Advisor,  at (202)
551-3483  or, in her absence,  me at (202) 551 -3462.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief - Legal

cc: Via E -mail
Stephen Older
McGuireWoods LLP