SecProbe.io

June 23, 2015
Mr. James Kirsch
Chief Executive Officer
Professional Diversity Network, Inc.
801 W. Adams Street, Suite 600
Chicago, IL 60607

Re: Professional Diversity Network, Inc.
 Form 10-K for the Fiscal Year E nded December 31, 2014
Filed March 31, 2015
File No. 001-35824

Dear Mr. Kirsch :

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possibl e when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fi scal Y ear E nded December 31, 2014

Item 9A – Controls and Procedures

Management’s Report on Internal Control over Financial Reporting , page 43

1. You state here that, “ Based on this evaluation and because of the material weakness
described below, our Chief Executive Officer and Chief Financial Officer have concluded
that our disclosure controls and procedures  [emphasis added] were not effective as of the
end of the perio d covered in this Annual Report on Form 10 -K.”  Please amend your
Form 10 -K and include these disclosures, revised to conclude on your internal controls
over financial reporting as of December 31, 2014 or the end of the period covered by this
report.  Refe r to Item 308(a)(3) of Regulation S -K.

Mr. James Kirsch
Professional Diversity Network, Inc.
June 23, 2015
Page 2

Exhibits

2. Please amend your Form 10 -K to include as an exhibit a consent from your independent
registered public accountants stating they have issued their report dated March 31, 2015,
with respect to the consolid ated financial statements included in the Annual Report of
Professional Diversity Network, Inc. on Form 10 -K for the year ended December  31,
2014 and that they consent to the incorporation by reference of said report in the
Registration Statements of Profe ssional Diversity Network, Inc . on Form S -3 (File No.
333-201341) and  Form S -8 (File No. 333 -203156 ).

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 informat ion the Securities Exchange Act of
1934 and all applicable Exchange 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 disclo sures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy 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 company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

You may contact Melissa Kindelan, Staff Accountant , at (202) 551 -3564  if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at (202) 551 -3226  with any other  questions.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Senior Ass istant Chief Accountant