SecProbe.io

Mail Stop 3720

September 15, 2016

Suzanne S. Bettman
President
Donnelley Financial Solutions, Inc.
35 West Wacker Drive
Chicago, Illinois 60601

Re: Donnelley Financial Solutions, Inc.
 Amendment No. 6 to Form 10 -12B
Filed September 14, 2016
File No. 001 -37728

Dear Ms. Bettman:

We have reviewed your most recent amendment  and have the following comment.

Please respond to this letter by amending your filing and providing the requested
information .  If you do not believe our comment  applies  to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewing your response and any amendment y ou may file in r esponse to the
comment , we may have additional comment .

Unaudited Pro Forma Combined Financial Statements, pages 65 - 71

1. Please revise the number of outstanding shares used to calculate pro forma earnings per
share to give effect to the actu al number of shares that will be outstanding immediately
after the spin -off transaction.

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 Secur ities 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 disclosures they ha ve 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;

Suzanne S. Bettman
Donnelley Financial Solutions, Inc.
September 15, 2016
Page 2

 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 federal securiti es laws of the United States.

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 or Robert S.
Littlepage, Accounting Branch Chief, at (202) 551 -3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Courtney Lindsay,
Staff Attorney, at (202) 551 -7237 or Paul Fischer, Staff Attorney, at (202) 551 -3415 with any
other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

Cc: Audra D. Cohen
 James M. Shea, Jr.