SecProbe.io

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Creative Realities, Inc.

13100 Magisterial Drive, Suite 201

Louisville, KY 40223

June 11, 2026

VIA EDGAR

Mariam Mansaray

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

			Re:

			Creative Realities, Inc.

Registration Statement on Form S-3

File No. 333-296498

Ladies and Gentlemen:

Pursuant to Rule 461 (“Rule 461”) of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Creative Realities, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement be declared effective at 4:00 p.m., Eastern Time, on June 16, 2026, or as soon as practicable thereafter.

If you have questions or comments regarding this request, please contact Bradley A. Pederson of Taft Stettinius & Hollister LLP, counsel to Company, at (612) 977-8538. Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Pederson. The Company authorizes Mr. Pederson to orally modify or withdraw this request for acceleration in accordance with Rule 461.

			Very truly yours,

			CREATIVE REALITIES, INC.

			By:

			/s/ Tamra Koshewa

			Tamra Koshewa

			Chief Financial Officer

			cc:

			Bradley A. Pederson, Taft Stettinius & Hollister LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2026

Tamra Koshewa
Chief Financial Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 201
Louisville, KY 40223

 Re: Creative Realities, Inc.
 Registration Statement on Form S-3
 Filed June 04, 2026
 File No. 333-296498
Dear Tamra Koshewa:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Mariam Mansaray at 202-551-6356 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Bradley A. Pederson
</TEXT>
</DOCUMENT>

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 crex20251223_corresp.htm

 Creative Realities, Inc.

 13100 Magisterial Drive, Suite 102

 Louisville, KY 40223

 December 23, 2025

 VIA EDGAR

 Jan Woo

 U. S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re:

 Creative Realities, Inc.

 Registration Statement on Form S-3

 File No. 333-292278

 Ladies and Gentlemen:

 Pursuant to Rule 461 (“Rule 461”) of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Creative Realities, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement be declared effective at 8:30 a.m., Eastern Time, on December 30, 2025, or as soon as practicable thereafter.

 If you have questions or comments regarding this request, please contact Bradley A. Pederson of Taft Stettinius & Hollister LLP, counsel to Company, at (612) 977-8538. Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Pederson. The Company authorizes Mr. Pederson to orally modify or withdraw this request for acceleration in accordance with Rule 461.

 Very truly yours,

 CREATIVE REALITIES, INC.

 By:

 /s/ Richard Mills

 Richard Mills

 Chief Executive Officer

 cc: Bradley A. Pederson, Taft Stettinius & Hollister LLP

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Creative Realities, Inc.

13100 Magisterial Drive, Suite 100

Louisville, KY 40223

October 22, 2024

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

			Attention:

			Alexandra Barone

			Re:

			Creative Realities, Inc.

Registration Statement on Form S-3

File No. 333-282703

Ladies and Gentlemen:

Pursuant to Rule 461 (“Rule 461”) of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, Creative Realities, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement be declared effective at 4:00 p.m., Eastern Time, on October 24, 2024, or as soon as practicable thereafter.

If you have questions or comments regarding this request, please contact Bradley A. Pederson of Taft Stettinius & Hollister LLP, counsel to Company, at (612) 977-8538. Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Pederson. The Company authorizes Mr. Pederson to orally modify or withdraw this request for acceleration in accordance with Rule 461.

			Very truly yours,

			CREATIVE REALITIES, INC.

			By:  /s/ Will Logan

			Will Logan

			Chief Financial Officer

October 22, 2024
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-3
Filed October 17, 2024
File No. 333-282703
Dear Richard Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone at 202-551-8816 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Bradley Pederson, Esq.

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June 2, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Marion Graham, Staff Attorney

			Re:
			Creative Realities, Inc.

			Registration Statement on Form S-3

			Filed May 25, 2023

			File No. 333-272202

			Acceleration Request

			Requested Date:
			June 6, 2023

			Requested Time:
			4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-272202) (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Time on June 6, 2023, or as soon thereafter as is practicable.

If you have questions or comments regarding this request, please contact Bradley A. Pederson of Maslon LLP, counsel to the undersigned registrant, at (651) 338-1106. Once the Registration Statement has been declared effective, please orally confirm that event with Mr. Pederson. The undersigned registrant authorizes Mr. Pederson to orally modify or withdraw this request for acceleration.

Very truly yours,

CREATIVE REALITIES, INC.

By:  /s/ Will Logan

Will Logan

Chief Financial Officer

cc:  Rick Mills, Creative Realities, Inc.

   Bradley A. Pederson, Maslon LLP

United States securities and exchange commission logo
May 31, 2023
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-3
Filed May 25, 2023
File No. 333-272202
Dear Richard Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham, Staff Attorney, at 202-551-6521 or Jeff Kauten, Staff
Attorney, at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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June 24, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Austin Pattan, Staff Attorney

    Re:
    Creative Realities, Inc.

    Registration Statement on Form S-3

    Filed June 17, 2022

    File No. 333-265699

    Acceleration Request

    Requested Date:
    June 27, 2022

    Requested Time:
    4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-265699) (the “Registration Statement”) to become effective
at 4:00 p.m. Eastern Time on June 27, 2022, or as soon thereafter as is practicable.

If you have questions or comments regarding this request,
please contact Bradley A. Pederson of Maslon LLP, counsel to the undersigned registrant, at (651) 338-1106. Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Pederson. The undersigned registrant authorizes Mr. Pederson to
orally modify or withdraw this request for acceleration.

    Very truly yours,

    CREATIVE REALITIES, INC.

    By:
    /s/ Will Logan

    Will Logan

    Chief Financial Officer

    cc:
    Rick Mills, Creative Realities, Inc.

    Bradley A. Pederson, Maslon LLP

United States securities and exchange commission logo
June 23, 2022
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities
Registration Statement on Form S-3
Filed June 17, 2022
File No. 333-265699
Dear Mr. Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brad Pederson

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February 9, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Alexandra Barone, Staff Attorney

  Re:
  Creative Realities, Inc.

  Registration Statement on Form S-3

  Filed February 4, 2022

  File No. 333-262516

  Acceleration Request

  Requested Date:
  February 11, 2022

  Requested Time:
  4:00 p.m. Eastern
Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-262516) (the “Registration Statement”) to become effective
at 4:00 p.m. Eastern Time on February 11, 2022, or as soon thereafter as is practicable.

If you have questions or comments regarding this request,
please contact Bradley A. Pederson of Maslon LLP, counsel to the undersigned registrant, at (612) 672-8341. Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Pederson. The undersigned registrant authorizes Mr. Pederson to
orally modify or withdraw this request for acceleration.

Very truly yours,

CREATIVE REALITIES, INC.

By: /s/ Will Logan

  Will Logan

  Chief Financial Officer

cc: Rick Mills, Creative Realities, Inc.

  Bradley A. Pederson, Maslon LLP

United States securities and exchange commission logo
February 8, 2022
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-3
Filed February 4, 2022
File No. 333-262516
Dear Mr. Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bradley A. Pederson, Esq.

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January 4, 2022

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Ms. Priscilla Dao

Mr. Joshua Shainess

    Re:

    Creative Realities, Inc. (the “Company”)

    Registration Statement on Form S-4

    File No. 333-261048

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant hereby requests that the effective date of the above-referenced Registration
Statement be accelerated so that the same will become effective at 9:00 a.m. Eastern Time on January 7, 2022, or as soon thereafter
as is practicable.

If you have questions or comments regarding this
request, please contact Bradley A. Pederson of Maslon LLP, counsel to the undersigned registrant, at (612) 672-8341. Once the Registration
Statement has been declared effective, please orally confirm that event with Mr. Pederson. The undersigned registrant authorizes Mr. Pederson
to orally modify or withdraw this request for acceleration.

Very truly yours,

CREATIVE REALITIES, INC.

    By:
     /s/ Will Logan

    Will Logan

    Chief Financial Officer

 cc: Rick Mills (via email)

Bradley A. Pederson (via email)

Joseph A. Hoffman, Esq. (via email)

Nathan Howe (via email)

Elizabeth C. McNichol (via email)

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Bradley Pederson

Direct Dial: (612) 672-8341

Direct Fax: (612) 642-8381

bradley.pederson@maslon.com

January 4, 2022

SUBMITTED VIA EDGAR

U. S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Ms. Priscilla Dao

Mr. Joshua Shainess

    Re:

    Creative
    Realities, Inc. (the “Company”)

    Registration
    Statement on Form S-4

    Filed
    November 12, 2021

    File No.
    333-261048

Ladies and Gentlemen:

This letter will respond on behalf of Creative Realities, Inc. (the
“Company”) to the comment letter dated November 23, 2021 (the “Comment Letter”) with respect to
the above referenced Registration Statement on Form S-4 filed by the Company on November 12, 2021 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this
letter your original comments (in bold) followed by our responses, which have been numbered to correspond to your letter.

In conjunction with this response letter, and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated
thereunder, concurrently herewith the Company is filing with the Commissions, via EDGAR, Amendment No. 1 (the “Amendment”)
to the above-referenced Registration Statement reflecting the revisions described in this letter as well as certain other updated information.
All references to page numbers in the Company’s responses are to the page numbers in Amendment No. 1.

Registration Statement on Form S-4

Cover Page

 1. We note that the merger consideration consists of (i) $16,666,667 payable
                                            in cash, (ii) the CREX Shares Consideration, and (iii) the “Guaranteed Consideration,”
                                            which is dependent on the share price of Creative Realities common stock and the satisfaction
                                            of certain milestones by the three-year anniversary of the effective time of the merger.
                                            With a view toward revised disclosure, please tell us whether the Guaranteed Consideration
                                            is the equivalent of a contingent value right, and, if so, why you refer to it as “guaranteed.”

U. S. Securities and Exchange Commission

 Page 2

January 4, 2022

The structure of the Additional Contingent
Merger Consideration has similarities to a price-protection contingent value right, but it is not transferable, and a holder’s right
to receive such consideration is terminated if the recipient transfers the Creative Realities common stock issued in merger in advance
of the payment date at three or three and a half years. In light of the Commission’s comment, the Registration Statement has been
amended to refer to the “Guaranteed Consideration” as the “Additional Contingent Merger Consideration.”

Risk Factors, Page 36

 2. Please disclose the risks, conditions and uncertainties associated with
                                            the Guaranteed Consideration, with respect to both Creative Realities and Reflect, such as
                                            any increased risk of litigation, any execution risks, or potential negative effects on Creative
                                            Realities or its financial position. Discuss the likelihood that the milestones will be met,
                                            and state clearly that there is no guarantee that Reflect stockholders will receive the Guaranteed
                                            Consideration.

The Amendment includes risk factors
related to the Additional Contingent Merger Consideration (f/k/a the Guaranteed Consideration), including the following risks, which
are summarized on page 6 of the Amendment and more thoroughly described in the Amendment starting on Page 39 of the Amendment:

 ● A Reflect stockholder must hold the Creative Realities Shares
such stockholder receives in the Merger for three to three and a half years, or he, she or it will not receive any payment as part of
the Additional Contingent Merger Consideration.

 ● The rights to receive the Additional Contingent Merger Consideration
are non-transferable and non-tradeable.

 ● The amount of the Additional Contingent Merger Consideration depends
on events that are not determinable in advance of the Closing.

 ● The rights to receive the Additional Contingent Merger Consideration
are not guaranteed or secured by any assets of Creative Realities or Reflect, and Reflect stockholders are unsecured creditors with respect
to any claims to the Additional Contingent Merger Consideration.

 ● Creative Realities may be required to pay the Additional Merger
Consideration after the Measurement Date, which amount may be substantial and could jeopardize Creative Realities’ ability to pay
such consideration, and if paid may cause a material adverse effect on Creative Realities’ cash position and financial results.

 ● Reflect stockholders will be subject to a right of first refusal
in favor of Creative Realities prior to selling a significant amount of Creative Realities Shares, which may delay such stockholders’
ability to sell the CREX Shares Consideration and reduce their net proceeds from such sales.

U. S. Securities and Exchange Commission

 Page 3

January 4, 2022

Background of the Merger, Page
77

 3. Discuss the background and reasons for the parties negotiating the Guaranteed Consideration.

The “Background of the Merger”
section included in the Amendment includes an expanded discussion of the background and reasons for the parties negotiating the Guaranteed
Consideration (n/k/a Additional Contingent Merger Consideration).

We trust that the foregoing has been responsive to the Staff’s
comments. If you have any questions about this letter or require any further information, please contact me at (612) 672-8341 or bradley.pederson@maslon.com.

Sincerely,

    /s/ Bradley Pederson

Bradley Pederson

 cc: Will Logan (Creative Realities, Inc.) (via email)

Joseph A. Hoffman, Esq. (via email)

Nathan Howe (via email)

Elizabeth C. McNichol (via email)

United States securities and exchange commission logo
November 23, 2021
Will Logan
Chief Financial Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-4
Filed November 12, 2021
File No. 333-261048
Dear Mr. Logan:
            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.  If 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.
Registration Statement on Form S-4
Cover Page
1.We note that the merger consideration consists of (i) $16,666,667 payable in cash, (ii) the
CREX Shares Consideration, and (iii) the "Guaranteed Consideration," which is
dependent on the share price of Creative Realities common stock and the satisfaction of
certain milestones by the three-year anniversary of the effective time of the merger.  With
a view toward revised disclosure, please tell us whether the Guaranteed Consideration is
the equivalent of a contingent value right, and, if so, why you refer to it as "guaranteed."

 FirstName LastNameWill Logan
 Comapany NameCreative Realities, Inc.
 November 23, 2021 Page 2
 FirstName LastName
Will Logan
Creative Realities, Inc.
November 23, 2021
Page 2
Risk Factors, page 36
2.Please disclose the risks, conditions and uncertainties associated with the Guaranteed
Consideration, with respect to both Creative Realities and Reflect, such as any increased
risk of litigation, any execution risks, or potential negative effects on Creative Realities or
its financial position.  Discuss the likelihood that the milestones will be met, and state
clearly that there is no guarantee that Reflect stockholders will receive the Guaranteed
Consideration.
Background of the Merger, page 77
3.Discuss the background and reasons for the parties negotiating the Guaranteed
Consideration.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Joshua Shainess, Legal
Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bradley Pederson

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April 6, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Alexandra Barone, Staff Attorney

Re:  Creative Realities, Inc.

    Registration Statement on Form
                                            S-3

    Filed April 2, 2021

    File No. 333-255001

    Acceleration Request

    Requested
                                            Date:
                                                        April 9, 2021

    Requested Time:
                                                        4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-255001) (the “Registration Statement”) to become effective
at 4:00 p.m. Eastern Time on April 9, 2021, or as soon thereafter as is practicable.

If you have questions or comments regarding this request,
please contact Bradley A. Pederson of Maslon LLP, counsel to the undersigned registrant, at (612) 672-8341. Once the Registration Statement
has been declared effective, please orally confirm that event with Mr. Pederson. The undersigned registrant authorizes Mr. Pederson to
orally modify or withdraw this request for acceleration.

Very truly yours,

CREATIVE REALITIES,
INC.

  By:
  /s/ Will Logan

  Will Logan

  Chief Financial Officer

 cc: Rick
                                            Mills, Creative Realities, Inc.

    Bradley A. Pederson,
                              Maslon LLP

United States securities and exchange commission logo
April 5, 2021
Will Logan
Chief Financial Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-3
Filed April 2, 2021
File No. 333-255001
Dear Mr. Logan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Larry Spirgel,
Office Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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June 24, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Matthew Derby, Staff Attorney

    Re:
    Creative Realities, Inc.

    Registration Statement on Form S-3

    Filed June 12, 2020

    File No. 333-239108

    Acceleration Request

    Requested Date:
    June 26, 2020

    Requested Time:
    4:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission take appropriate action
to cause the above-referenced Registration Statement on Form S-3 (File No. 333-239108) (the “Registration Statement”)
to become effective at 4:00 p.m. Eastern Time on June 26, 2020, or as soon thereafter as is practicable.

If you have questions or comments regarding
this request, please contact Bradley A. Pederson of Maslon LLP, counsel to the undersigned registrant, at (612) 672-8341. Once
the Registration Statement has been declared effective, please orally confirm that event with Mr. Pederson. The undersigned registrant
authorizes Mr. Pederson to orally modify or withdraw this request for acceleration.

Very truly yours,

CREATIVE REALITIES, INC.

    By:
    /s/ Will Logan

    Will Logan

    Chief Financial Officer

cc: Rick Mills, Creative Realities, Inc.

  Bradley A. Pederson, Maslon LLP

United States securities and exchange commission logo
June 19, 2020
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-3
Filed June 12, 2020
File No. 333-239108
Dear Mr. Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334, or Jan Woo,  Legal
Branch Chief, at (202) 551-3453  with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bradley Pederson

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May 22, 2020

VIA EDGAR

United States Securities and Exchange Commission (the “Commission”)

Attn: Matthew Derby, Staff Attorney

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

    Re:
    Creative Realities, Inc.

    Registration Statement on Form S-3 (File No. 333-238275)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Creative Realities, Inc. (the “Company”) requests acceleration of the effectiveness of
the above-referenced Registration Statement so that the same shall become effective as of 9:00 a.m., Eastern Daylight Time, on
May 26, 2020, or as soon thereafter as possible.

The Company hereby acknowledges
that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, such declaration 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 or 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.

If you have questions or comments regarding
this request, please call Brad Pederson (612-672-8341) at Maslon LLP, legal counsel to the Company. The Company authorizes
Mr. Pederson to orally modify or withdraw this request for acceleration.

    Sincerely,

    CREATIVE REALITIES, INC.

    By:
     /s/ Will Logan

    Will Logan

    Chief Financial Officer

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May 22, 2020

VIA EDGAR

United States Securities and Exchange Commission

Attn: Matthew Derby, Staff Attorney

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

    Re:
    Creative Realities, Inc.

    Registration Statement on Form S-3 (File No. 333-238275)

    Withdrawal of Acceleration Request dated May 21, 2020

Ladies and Gentlemen:

Creative Realities, Inc. (the “Company”)
hereby withdraws its request to accelerate the effectiveness of the above-referenced Registration Statement submitted by letter
dated May 21, 2020. The Company will request acceleration of effectiveness for the above-referenced Registration Statement as of
a different effective date by separate letter of even date herewith.

If you have questions or comments regarding
this request, please call Brad Pederson (612-672-8341) at Maslon LLP, legal counsel to the Company.

    Sincerely,

    CREATIVE REALITIES, INC.

    By:
     /s/ Will Logan

    Will Logan

    Chief Financial Officer

CORRESP
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May 21, 2020

VIA EDGAR

United States Securities and Exchange Commission (the “Commission”)

Attn: Matthew Derby, Staff Attorney

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

    Re:
    Creative
Realities, Inc.

    Registration Statement on
Form S-3 (File No. 333-238275)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Creative Realities, Inc. (the “Company”) requests acceleration of the effectiveness of
the above-referenced Registration Statement so that the same shall become effective as of 4:30 p.m., Eastern Daylight Time, on
May 25, 2020, or as soon thereafter as possible.

The Company hereby acknowledges
that:

should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, such declaration 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 or 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.

If you have questions or comments regarding
this request, please call Brad Pederson (612-672-8341) at Maslon LLP, legal counsel to the Company. The Company authorizes
Mr. Pederson to orally modify or withdraw this request for acceleration.

    Sincerely,

    CREATIVE REALITIES, INC.

    By:
    /s/ Will Logan

    Will Logan

    Chief Financial Officer

United States securities and exchange commission logo
May 21, 2020
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-3
Filed May 15, 2020
File No. 333-238275
Dear Mr. Mills:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Bradley Pederson

CORRESP
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November
14, 2018

VIA
EDGAR

United
States Securities and Exchange Commission (the “Commission”)

Attn:
Michael Foland

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

 Re: Creative
Realities, Inc.

    Registration
Statement on Form S-1 (File No. 333-225876)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Creative Realities, Inc. (the “Company”) requests
acceleration of the effectiveness of the above-referenced Registration Statement so that the same shall become effective as of
4:00 p.m., Eastern Daylight Time, on November 14, 2018, or as soon thereafter as possible.

The
Company hereby acknowledges that:

    ●
    there
    have been no material trends, events or transactions that arose after the June 30, 2018 financial statements included in the
    registration statement that would materially affect an investor’s understanding of the Company’s financial condition
    and results of operations;

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, such declaration 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 or 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.

If
you have questions or comments regarding this request, please call Brad Pederson (612-672-8341) at Maslon LLP, legal counsel to
the Company. The Company authorizes Mr. Pederson to orally modify or withdraw this request for acceleration.

    Sincerely,

    CREATIVE
    REALITIES, INC.

    By:
    /s/
Will Logan

    Will
    Logan

    Chief
    Financial Officer

CORRESP
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AllianceGlobalPartners

590 Madison Avenue

New York, NY 10022

November 14, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Michael Foland

    Re:
    Creative Realities, Inc. (the “Company”)

File No. 333-225876

Registration Statement on Form S-1 - Concurrence in Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Aegis Capital Corp.,
as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:00 p.m., Eastern Daylight Time, on November 14, 2018, or as soon thereafter as
practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

    Very truly yours,

    A.G.P./Alliance Global Partners

    By:
    /s/ Thomas Higgins

    Name:
    Thomas Higgins

    Title:
    Managing Director, Investment Banking

CORRESP
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AllianceGlobalPartners

590 Madison Avenue

New York, NY 10022

November 14, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Michael Foland

Re: Creative
Realities, Inc. (the “Company”)

File No. 333-225876

Registration Statement on Form S-1 - Concurrence
in Acceleration Request

Ladies and Gentlemen:

This is intended to amend and replace the
correspondence submitted at approximately 1:28PM on November 14, 2018 in order to correct an erroneous reference to the representative
submitting the above captioned request.

Pursuant to Rule 461 of the General Rules
and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, A.G.P./Alliance Global
Partners, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:00 p.m., Eastern Daylight Time, on November 14, 2018, or as soon thereafter as
practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

    Very truly yours,

    A.G.P./Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director, Investment Banking

CORRESP
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Creative Realities, Inc.

13100 Magisterial Drive, Suite 100

Louisville, Kentucky 40223

October  22, 2018

TRANSMITTED VIA EDGAR

Mr. Michael Foland, Attorney-Advisor

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: Creative Realities, Inc. (the “Company”)

Amendment No. 2 to Registration Statement
on Form S-1

Filed on September 21, 2018

File No. 333-225876

Dear Mr. Foland:

Thank you for your comment letter dated September 28, 2018.
With this response letter we are filing Amendment No. 3 to the above-referenced registration statement (the “Amendment”).
To facilitate your review of the Amendment, below please find our responses to your comments, together with the text of your original
comments.

Amendment No. 2 to Form S-1

Prospectus Summary, page 1

1. Please clarify whether the closing of this offering is a condition to the acquisition of Allure Global Solutions, Inc. If
so, include disclosure that the acquisition may not occur if you are not approved for listing on The NASDAQ Capital Market, which
is a condition of this offering.

RESPONSE: In the Amendment, we have revised the Prospectus Summary
section to include clear disclosure that the closing of the offering is a condition to the closing of our acquisition of Allure
Global Solutions, and that the acquisition may not occur if we are not approved for listing on The NASDAQ Capital Market, which
is a condition of the offering.

General

2. Instruction 1 to Signatures of Form S-1 requires signatures of your principal executive officer or officers, your principal
financial officer, your controller or principal accounting officer and at least a majority of the board of directors or persons
performing similar functions. To the extent that you are signing in more than one capacity, indicate each capacity in which you
are signing. Please revise.

RESPONSE: In the Amendment, we have reviewed and revised the
signature page to ensure that each capacity in which a person is signing the registration statement is indicated thereon.

Thank you for your attention to our Amendment. Should have any
questions or additional comments, please feel free to contact the undersigned, Mr. Richard Mills, or Mr. Bradley Pederson, Esq.
of Maslon LLP.

Sincerely,

/s/ Will Logan

Will Logan

Chief Financial Officer

September 28, 2018
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 21, 2018
File No. 333-225876
Dear Mr. Mills:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If 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.
Amendment No. 2 to Form S-1
Prospectus Summary, page 1
1.Please clarify whether the closing of this offering is a condition to the acquisition of
Allure Global Solutions, Inc.  If so, include disclosure that the acquisition may not occur
if you are not approved for listing on The NASDAQ Capital Market, which is a condition
of this offering.
Signatures, page II-7
2.Instruction 1 to Signatures of Form S-1 requires signatures of your principal executive
officer or officers, your principal financial officer, your controller or principal accounting

 FirstName LastNameRichard Mills
 Comapany NameCreative Realities, Inc.
 September 28, 2018 Page 2
 FirstName LastName
Richard Mills
Creative Realities, Inc.
September 28, 2018
Page 2
officer and at least a majority of the board of directors or persons performing similar
functions.  To the extent that you are signing in more than one capacity, indicate each
capacity in which you are signing.  Please revise.
            You may contact Michael Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo,
Legal Branch Chief, (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Paul Chestovich

CORRESP
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Creative Realities, Inc.

13100 Magisterial Drive, Suite 100

Louisville, Kentucky 40223

August 3, 2018

TRANSMITTED VIA EDGAR

Mr. Michael Foland, Attorney-Advisor

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Creative Realities, Inc. (the “Company”)

Registration Statement on Form S-1

Filed on June 25, 2018

File No. 333-225876

Dear Mr. Foland:

Thank you for your comment letter dated July 16, 2018. With
this response letter we are filing Amendment No. 1 to the above-referenced registration statement (the “Amendment”).
To facilitate your review of the Amendment, below please find our responses to your comments, together with the text of your original
comments.

Form S-1

Security Ownership of Certain Beneficial Owners and Management,
page 39

 1. Please identify the natural person or persons who directly or indirectly exercise sole or shared voting and/or dispositive
power with respect to the shares beneficially owned by Slipstream Funding, LLC, Slipstream Communications, LLC and Horton Capital
Partners Fund, L.P., or tell us why you do not believe this disclosure is required. See Item 507 of Regulation S-K. For additional
guidance, refer to Question 140.02 of Regulation S-K Compliance and Disclosure Interpretations.

RESPONSE: In the Amendment, we have revised the footnotes to
include disclosure of the individual natural persons whom we believe directly or indirectly exercise sole or shared voting or dispositive
power of the applicable shares.

General

 2. Please disclose your related party transactions pursuant to Item 404 of Regulation S-K. In this regard, you state on page 8
that you have a "significant related party customer." We also note that your principal shareholder is affiliated with
David Bell, a director of the company.

RESPONSE: In the Amendment, we have included a new section of
the prospectus captioned “Related Party Transactions.” That section disclosures the transactions requiring disclosure
under Item 404 of Regulation S-K. As for Mr. David Bell, he no longer leads or consults with Slipstream Communications, LLC.

Thank you for your attention to our Amendment. Should have any
questions or additional comments, please feel free to contact the undersigned, Mr. Richard Mills, or our attorney Mr. Paul Chestovich,
Esq.

Sincerely,

/s/ Will Logan

Will Logan

Chief Financial Officer

July 16, 2018
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-1
Filed June 25, 2018
File No. 333-225876
Dear Mr. Mills:
            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.  If 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.
Form S-1
Security Ownership of Certain Beneficial Owners and Management, page 39
1.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the shares beneficially owned by
Slipstream Funding, LLC, Slipstream Communications, LLC and Horton Capital Partners
Fund, L.P., or tell us why you do not believe this disclosure is required.  See Item 507 of
Regulation S-K. For additional guidance, refer to Question 140.02 of Regulation S-K
Compliance and Disclosure Interpretations.

 FirstName LastNameRichard Mills
 Comapany NameCreative Realities, Inc.
 July 16, 2018 Page 2
 FirstName LastName
Richard Mills
Creative Realities, Inc.
July 16, 2018
Page 2
General
2.Please disclose your related party transactions pursuant to Item 404 of Regulation S-K.  In
this regard, you state on page 8 that you have a "significant related party customer."
We also note that your principal shareholder is affiliated with David Bell, a director of the
company.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Michael Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any other questions.
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Paul Chestovich

CORRESP
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Creative Realities,
Inc.

55 Broadway, 9th Floor

New York, New York 10006

May 31, 2016

TRANSMITTED VIA EDGAR

Mr. Mark P. Shuman

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Creative Realities, Inc. (the “Company”)

Registration Statement on Form S-1

Amendment No. 1, Filed on May 13, 2016

File No. 333-209487

Dear Mr. Shuman:

The undersigned respectfully requests
that the Registration Statement on Form S-1 of Creative Realities, Inc. (SEC File No. 333-209487) be declared effective at 12:00
p.m., Washington, D.C. time, on Wednesday, June 1, 2016, or as soon thereafter as is practicable. This request replaces the Company’s
earlier request, which was filed with the Securities and Exchange Commission (the “Commission”) on May 27, 2016.

In connection with this request,
the Company hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, such declaration 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 other person under the federal securities laws of the United States.

The Company requests that it be
notified of the effectiveness of the Registration Statement by a telephone call to Kathleen Eick, of Maslon LLP, at (612) 672-8345.
The Company also respectfully requests that a copy of the Commission’s written order verifying the effective time and date
of such Registration Statement be sent to Ms. Eick, via facsimile at (612) 642-8345 or email at kathleen.eick@maslon.com.

Sincerely,

CREATIVE
REALITIES, INC.

By: 	/s/ Richard Mills

       Richard
Mills

       Director and Chief Executive Officer

CORRESP
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Creative Realities,
Inc.

55 Broadway, 9th Floor

New York, New York 10006

May 27, 2016

TRANSMITTED VIA EDGAR

Mr. Mark P. Shuman

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Creative Realities, Inc. (the “Company”)

Registration Statement on Form S-1

Amendment No. 1, Filed on May 13, 2016

File No. 333-209487

Dear Mr. Shuman:

The undersigned respectfully requests
that the Registration Statement on Form S-1 of Creative Realities, Inc. (SEC File No. 333-209487) be declared effective at 9:00
a.m., Washington, D.C. time, on Tuesday, May 31, 2016, or as soon thereafter as is practicable.

In connection with this request,
the Company hereby acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting
pursuant to delegated authority, declare the filing effective, such declaration 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 other person under the federal securities laws of the United States.

The Company requests that it be
notified of the effectiveness of the Registration Statement by a telephone call to Kathleen Eick, of Maslon LLP, at (612) 672-8345.
The Company also respectfully requests that a copy of the Commission’s written order verifying the effective time and date
of such Registration Statement be sent to Ms. Eick, via facsimile at (612) 642-8345 or email at kathleen.eick@maslon.com.

Sincerely,

CREATIVE
REALITIES, INC.

By: 	/s/ Richard Mills

       Richard
Mills

       Director and Chief Executive Officer

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    Paul D. Chestovich

    Direct Dial: (612) 672-8305

    Direct Fax: (612) 642-8305

    paul.chestovich@maslon.com

May 13, 2016

Via Edgar

    Mr. Mark
P. Shuman

        Branch Chief – Legal

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, DC 20549

    Re:
    Creative
                                         Realities, Inc. (the “Company”)

        Registration
        Statement on Form S-1

        Filed
        on February 11, 2016

        File
        No. 333-209487

Dear Mr. Shuman:

This letter responds on behalf of the Company
to your comment letter dated March 9, 2016, with respect to above-referenced filing made by the Company with the Securities and
Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your original comments
(in bold) followed by our responses.

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.

RESPONSE: We have updated the filing to reflect the fixed
price of $0.28 per share, at which price the selling shareholders will sell the shares covered by the prospectus. We also
have included a statement indicating that the selling shareholders may begin to sell the shares covered by the prospectus at
prevailing market prices or privately negotiated prices at such time as the Company is listed on a recognized inter-dealer
quotation system.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 2

May 13, 2016

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

RESPONSE: We have revised the filing to check the box indicating
the Company is offering the shares covered by the prospectus on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933.

Cover Page

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

RESPONSE: We have updated the filing to disclose the
Company’s  effective registration statement on Form S-1/A (registration no. 333-201806) relating to the resale of
34,134,781 shares of  the Company’s common stock, all of which shares of common stock are available for purchase as of
May 13, 2016.

Prospectus Summary

The Offering, page 13

 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 issued 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, 2015; 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.

RESPONSE: The Company is not registering any shares as a
result of the factoring agreement entered into on October 15, 2015 and we have revised the filing to move the description of
the factoring agreement under the heading “Financing Transactions” in the Prospectus Summary.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 3

May 13, 2016

We have updated the filing to reflect the number of shares
to be  registered with regard to the following transactions, which include a breakdown of two October 15, 2015
transactions (other than the factoring agreement):

 ● Promissory
                                         note issued June 23, 2015 in the principal amount of $400,000 (we are registering 640,000
                                         shares issuable upon exercise of the warrant and 1,791,311 shares issuable upon exercise
                                         of convertible promissory note);

 ● Promissory
                                         note issued June 23, 2015 in the principal amount of $584,506 (the Company is registering 935,210
                                         shares issuable upon exercise of the warrant and 2,617,580 shares issuable upon exercise
                                         of convertible promissory note);

 ● Promissory
                                         Note issued October 15, 2015 (the Company is registering 892,857 shares issuable upon exercise
                                         of the warrant and 2,160,714 shares issuable upon exercise of convertible promissory
                                         note);

 ● Promissory
                                         Note issued October 15, 2015 (the Company is registering 267,857 shares issuable upon exercise
                                         of the warrant and 648,214 shares issuable upon exercise of convertible promissory note);

 ● Secured
                                         convertible promissory note issued October 26, 2015 (the Company is registering 535,714 shares
                                         issuable upon exercise of the warrant and 1,296,429 shares issuable upon exercise of
                                         convertible promissory note);

 ● Secured
                                         convertible promissory notes issued December 28, 2015 (the Company is registering 2,232,143 shares
                                         issuable upon exercise of warrants and 5,275,928 shares issuable upon exercise of convertible
                                         promissory notes);

 ● Exchange
                                         Agreement entered into December, 2015 (the Company registered 975,000 shares issued in connection
                                         with the Exchange Agreement); and

    ●
    Secured convertible promissory note issued April 14, 2016 (the Company is registering 892,857 shares issuable upon exercise of warrants and 2,110,371 shares issuable upon exercise of convertible promissory notes).

The shares
issuable upon conversion of promissory notes assume for purposes of the filing the maximum amount of interest is converted.

Use of Proceeds, page 14

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

RESPONSE: The Company will use proceeds, if any, it might
receive upon the exercise of outstanding warrants for general corporate and working capital purposes, or for other purposes
that the Company’s Board of Directors, in its good faith, deems to be in the best interest of the Company. We have
updated the filing to include this information.

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

 6. When
                                         you update your financial statements in accordance with 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.

RESPONSE: We have updated the filing to provide a discussion of
the Company’s most recently completed fiscal year.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 4

May 13, 2016

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.

RESPONSE: We have updated the filing to include compensation disclosure
for the 2015 fiscal year.

Security Ownership of Certain Beneficial Owners and Management,
page 30

 8. By
                                         footnote or otherwise, please clarify how the table accounts for the shares of common
                                         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 beneficially owned by Mr.
                                         Mills does not account for the additional voting rights of the preferred shares that
                                         he owns.

RESPONSE: The Series A and Series A-1 Convertible Preferred Stock
votes on an as-converted basis. Holders of Series A and Series A-1 Convertible Preferred Stock may convert their preferred shares
into common shares at a conversion rate of $0.255 per share, subject, however, to full-ratchet price protection in the event
that  the Company issues common stock below the then-current conversion price.

We have revised the filing to add footnotes indicating the beneficial
ownership (on an as-converted basis) of preferred stock, if any, of each entity or person included in the beneficial ownership
table. In addition, we have removed the statement that each share of preferred stock is entitled to two and one-half votes per
share.

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.

RESPONSE:
We have updated the filing to include a column indicating the number of shares held after the completion of the offering and we
have included a statement that, other than RFK Communications LLC, the voting and investment power of which is controlled by Richard
Mills, the Company’s chief executive officer, and Lincoln Road Media Partners LLC, the voting and investment power of which
is controlled Eric Bertrand, a director of the Company, none of the persons or entities named in the table below are an officer
or affiliate of, nor do any of them have a material relationship with, the registrant or any of its predecessors or affiliates,
as required by Item 507 of Regulation S-K.

 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.

RESPONSE: We have updated the filing to disclose the natural persons
that have voting or dispositive power over the shares held by the entities in the Selling Shareholder table.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 5

May 13, 2016

 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.

RESPONSE: We have updated the filing to reconcile the number of
shares that will be offered by the selling shareholders, which number is 23,727,184.

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

RESPONSE: None of the entities in the selling shareholder table
are broker-dealers or affiliates of broker-dealers. We have included a statement to that effect in the Selling Shareholder section
of the filing.

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 page 4, in accordance with Item 701 of Regulation S-K.

RESPONSE: We have updated the Recent Sale of Unregistered Securities
section of the filing to disclose in Item 15 the October 26, 2015 transaction and the December 2015 issuance of 975,000 shares.

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.

RESPONSE: We have revised the opinion to state that the
registration statement includes 15,900,546 common shares issuable on account of convertible promissory notes and accrued
interest thereon, 6,396,638 common shares issuable upon the exercise of certain warrants and 975,000 currently issued and
outstanding common shares.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 6

May 13, 2016

Signatures, page II-6

 15. Please
                                         revise 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.

RESPONSE: We have revised the filing to indicate the person signing
is Richard Mills, in the capacity of the chief executive officer of the Company.

*   *   *   *

As requested in your March 9, 2016, comment
letter, the Company hereby acknowledges as follows:

 [1] 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;

 [2] the

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

CORRESP
1
filename1.htm

Creative
Realities, Inc.

55
Broadway, 9th Floor

New
York, New York 10006

August
10, 2015

TRANSMITTED
VIA EDGAR

Jeff
N. Kauten

United
States Securities and Exchange Commission

100
F Street NE

Washington,
DC 20549

Re:  Creative
                                         Realities, Inc. (the “Company”)

    Registration
                                         Statement on Form S-1

    Amendment
                                         No. 2, Filed on July 27, 2015

    File
                                         No. 333-201806

Dear
Mr. Kauten:

The
undersigned respectfully requests that the Registration Statement on Form S-1 of Creative Realities, Inc. (SEC File No. 333-201806)
be declared effective at 9:00 a.m., Washington, D.C. time, on Wednesday, August 12, 2015, or as soon thereafter as is practicable.

In
connection with this request, the Company hereby acknowledges that:

 • should
                                         the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                         pursuant to delegated authority, declare the filing effective, such declaration 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 other person under the federal securities
                                         laws of the United States.

The
Company requests that it be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Chestovich
at (612) 672-8305, or in his absence Kathleen Eick, of Maslon LLP, at (612) 672-8345. The Company also respectfully requests that
a copy of the Commission’s written order verifying the effective time and date of such Registration Statement be sent to
Mr. Chestovich, via facsimile at (612) 642-8305 or email at paul.chestovich@maslon.com.

Sincerely,

CREATIVE
REALITIES, INC.

By:
/s/ John Walpuck

 John
Walpuck

Interim
Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

CORRESP
1
filename1.htm

    Paul D. Chestovich

    Direct Dial: (612) 672-8305

    Direct Fax: (612) 642-8305

    paul.chestovich@maslon.com

July 27, 2015

Via EDGAR

    Ms. Katherine Wray

    Attorney-Advisor

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

    Re:
    Creative Realities, Inc. (the “Company”)

    Registration Statement on Form S-1

    Filed on July 9, 2015

    File No. 333-201806

Dear Ms. Wray:

This letter responds on behalf of the
Company to your comment letter dated July 20, 2015, with respect to above-referenced filing made by the Company with the Commission.
To facilitate your review, we have included in this letter your original comment (in bold) followed by our response.

Part II

Item 15. Recent Sales of Unregistered Securities, page
II-2

    1.
    You disclose here that you have conducted several unregistered issuances in 2015 in reliance on Rule 506 of Regulation D. You have not, however, filed any Forms D in 2015. Please advise.

RESPONSE: We have amended the filing to update and finalize
the number of shares of common stock held by or issuable to the selling shareholders. Today, we filed Forms D, including four new
filings and one amendment, with respect to unregistered issuances in 2015 in reliance on Rule 506 of Regulation D.

* * * *

As requested in your February 19, 2015,
comment letter, the Company hereby acknowledges as follows:

    [1]
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    [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

    [3]
    the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have additional comments or
questions, please direct them to the undersigned by telephone at (612) 672-8305, by fax at (612) 642-8305, or by email at paul.chestovich@maslon.com.

    Very truly yours,

    /s/ Paul Chestovich

    Paul D. Chestovich

cc:     John Walpuck

     Alan Levy

July 20 , 2015

John Walpuck
Interim Chief Executive Officer and Chief Financial  Officer
Creative Realities, Inc.
55 Broadway , 9th Floor
New York, New York 10006

Re:  Creative Realities, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 9 , 2015
File No. 333-201806

Dear Mr. Walpuck :

We have reviewed your amended registration statement  and have the following comment.
In our comment, 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 .  If you do not believe our comment appl ies 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 this comment, we may have  additional comments.

Part II

Item 15. Recent Sales of Unregistered Securities, page II -2

1. You disclose here that you have conducted several unregistered issuances in 2015 i n
reliance on Rule 506 of Regulation D.  You have not, however, filed any Forms D in
2015.  Please advise.

John Walpuck
Creative Realities, Inc.
July 20 , 2015
Page 2

 You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absence, me at
(202) 551 -3483 , with any questions.  If you require further assistance, please contact Barbara C.
Jacobs , Assistant Director, at (202) 551-3730.

Sincerely,

/s/ Katherine Wray

Katherine Wray
Attorney -Advisor

cc:  Paul Chestovich,  Esq.
Maslon LLP

CORRESP
1
filename1.htm

    Paul D. Chestovich

    Direct Dial: (612) 672-8305

    Direct Fax: (612) 642-8305

    paul.chestovich@maslon.com

July 9, 2015

Via
EDGAR

    Ms. Katherine Wray

    Attorney-Advisor

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

    Re:
    Creative
    Realities, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    Filed
    on January 30, 2015

    File
    No. 333-201806

Dear Ms. Wray:

This letter responds on behalf of the Company
to your comment letter dated February 19, 2015, with respect to above-referenced filing made by the Company with the Commission.
To facilitate your review, we have included in this letter your original comments (in bold) followed by our responses.

General

 1. As you prepare your amended document, please be aware of the requirements set forth in Rule 8-08 of Regulation S-X regarding
the age of the financial statements included in your filing. Update your financial statements and related disclosures as needed.

RESPONSE: We have updated the filing such that it includes the Company’s
most recent financial statements consistent with Rule 8-08 of Regulation S-X.

Selling Shareholders, page 39

 2. With respect to shares that may be offered for resale by legal entities, please disclose the individual or individuals who
exercise the voting and dispositive powers over such shares. For guidance, see Regulation S-K Compliance and Disclosure Interpretation
No. 140.02, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

RESPONSE: We have revised the filing to include disclosure of the
individual natural persons having beneficial ownership over shares held in the name of entities and included in the registration
statement.

Ms. Katherine Wray

Attorney-Advisor

Securities and Exchange Commission

Page 2

July 9, 2015

 3. Please revise your disclosure to indicate whether any selling stockholders are broker-dealers or affiliates of broker-dealers.
If any are registered broker-dealers who acquired their shares as investments, rather than as transaction-based compensation for
the performance of investment banking or similar services, they should be named as underwriters. With respect to any affiliates
of registered broker-dealers, you should indicate whether they acquired the securities to be resold in the ordinary course of business.
Also indicate whether at the time of the acquisition they had any agreements, understandings or arrangements with any other persons,
either directly or indirectly, to dispose of the securities.

RESPONSE: Only Merriman Capital, Inc. is a registered broker-dealer
and only Messrs. Robert Fisk and James Allsop are affiliates of that broker-dealer. However, none of these selling shareholders
acquired their shares as investments; all such shares were acquired as transaction-based compensation for the performance of investment
banking or similar services. The above-named affiliates of Merriman Capital, Inc. acquired securities outside the ordinary course
of business. We have been advised by them that they did not, at the time of their acquisition of our securities, have any agreements,
understandings or arrangements to dispose of the securities. In the Selling Shareholder section of the prospectus, we have revised
the filing to include disclosure consistent with the above.

 4. You state that you are incorporating information by reference into your registration statement in reliance upon the General
Instructions to Form S-1. In order to incorporate information by reference in accordance with Items 11A and 12 of Form S-1, you
must meet the requirements set forth in General Instruction VII to Form S-1. You do not, however, appear to have met all of these
requirements. In particular, you have not yet filed your annual report for your most recently completed fiscal year, as required
by General Instruction VII.C, nor do you appear to have made your periodic and current reports that are incorporated by reference
into your registration statement readily available and accessible on a Web site, as called for by General Instruction VII.F. Accordingly,
please amend the registration statement to include all disclosure required by Form S-1, or file your Form 10-K for the fiscal year
ended December 31, 2014 and make your periodic and current reports that are incorporated by reference available on a Web site in
accordance with General Instruction VII.

RESPONSE: Prior to the filing of this amendment, the Company has
filed its Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and has made the
periodic and current reports incorporated by reference into the filing readily available on the Company’s website.

Ms. Katherine Wray

Attorney-Advisor

Securities and Exchange Commission

Page 3

July 9, 2015

 5. The legality opinion states that the shares will be validly issued, fully paid and non-assessable upon proper conversion
of the promissory notes and exercise of the warrants, as applicable. However, the disclosure in the prospectus states that a total
of 1,501,454 common shares were issued in satisfaction of converted principal. Accordingly, please provide a revised legal opinion
that states these shares are validly issued, fully paid and non-assessable, if accurate, or otherwise revise your filing as appropriate.

RESPONSE: We have revised the legality opinion to address this issue
and included the revised opinion with the amended filing.

* * * *

As requested in your February 19, 2015, comment
letter, the Company hereby acknowledges as follows:

 [1] the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 [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

 [3] the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Should you have additional comments or questions,
please direct them to the undersigned by telephone at (612) 672-8305, by fax at (612) 642-8305, or by email at paul.chestovich@maslon.com.

    Very truly yours,

    /s/ Paul Chestovich

    Paul D. Chestovich

cc:	John Walpuck

Alan Levy

February 19, 2015

Via E -Mail
John Walpuck
Chief Financial  Officer
Creative Realities, Inc.
55 Broadway , 9th Floor
New York, New York 10006

Re:  Creative Realities, Inc.
Registration Statement on Form S-1
Filed January 30, 2015
File No. 333-201806

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
circumst ances 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. As you prepare your amended document, please be aware of the requirements set forth in
Rule 8 -08 of Regulation S -X regarding the age of the financial statements included in
your filing.  Update your financial statements and related disclosures as nee ded.

Selling Shareholders, page 39

2. With respect to shares that may be offered for resale by legal entities, please disclose the
individual or individuals who exercise the voting and dispositive powers over such
shares.  For guidance, see Regulation S -K Compliance and Disclosure Interpretation No.
140.02, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs -
kinterp.htm .

John Walpuck
Creative Realities, Inc.
February 19, 2015
Page 2

 3. Please revise your disclosure to indicate whether any selling stockholders are broker -
dealers or affiliates of broker -dealers.   If any are registered broker -dealers who acquired
their shares as investments, rather than as transaction -based compensation for the
performance of investment  banking or similar services, they should be named as
underwriters.   With respect to any affiliates of registered broker -dealers, you should
indicate whether they acquired the securities to be resold in the ordinary course of
business.   Also indicate wheth er at the time of the acquisition they had any agreements,
understandings or arrangements with any other persons, either directly or indirectly, to
dispose of the securities.

Where you can find more information, page 47

4. You state that you are incorporating information by reference into your registration
statement in reliance upon the General Instructions to Form S -1.  In order to incorporate
information by reference in accordance with Items 11A and 12 of Form S -1, you mus t
meet the requirements set forth in General Instruction VII to Form S -1.  You do not ,
however, appear to have met all of these requirements.  In particular, you have not yet
filed your annual report for your most recently completed fiscal year, as require d by
General Instruction VII.C, nor do you appear to have  made your periodic and current
reports that are incorporated by reference into your registration statement readily
available and accessible on a Web site, as called for by General Instruction VII.F.
Accordingly , please amend the registration statement to include all disclosure required by
Form S -1, or file your Form 10 -K for the fiscal year ended December 31, 2014 and make
your periodic and current reports that are incorporated by reference available on a Web
site in accordance with General Instruction VII.

Exhibit 5.1

5. The legality opinion states that the shares will be validly issued, fully paid and non -
assessable upon proper conversion of the promissory notes and exercise of the warrants,
as applicable.  Howe ver, the disclosure in the prospectus states that a total of 1,501,454
common shares were issued in satisfaction of converted principal.  Accordingly, please
provide a revised legal opinion that states these shares are validly issued, fully paid and
non-assessable, if accurate, or otherwise revise your filing as appropriate.

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 appli cable 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 regist ration statement please provide  a written statement from the company
acknowledging that:

John Walpuck
Creative Realities, Inc.
February 19, 2015
Page 3

  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 p erson under the federal
securities laws of the United States.

Please refer to Rules 460 and 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 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above r egistration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absence, me at
(202) 551 -3483 , with any questions.  If you require further assistance, please contact Barbara C.
Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Katherine Wray

Katherine Wray
Attorney -Advisor

cc:  Via-Email
Paul Chestovich,  Esq.
Maslon LLP,

September  24, 2014

Via E -mail
Paul Price
Chief Executive Officer
Creative Realities, Inc. (f/k/a Wireless Ronin Technologies, Inc. )
55 Broadway, 9th Floor
New York, New York  10006

Re: Creative Realities, Inc. (f/k/a Wireless Ronin Technologies, Inc. )
 Preliminary Information Statement on Schedule 14C
Filed on September 12, 2014
File No. 001-33169

Dear Mr. Price :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  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 Excha nge Act of 1934 and all applicable rules require .

Sincerely,

/s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

cc: Via E -mail
 Paul D. Chestovich , Esq.
Maslon Edelman Borman & Brand, LLP

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September 23, 2014

Paul D. Chestovich

Direct Phone: 612-672-8305

Direct Fax: 612-642-8305

paul.chestovich@maslon.com

VIA EDGAR

Ms. Maryse Mills-Epenteng

Special Counsel

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

Creative Realities, Inc. f/k/a Wireless Ronin Technologies, Inc. (the “Company”)

Preliminary Information Statement on Schedule 14C

Filed on September 12, 2014

File No. 001-33169

Dear Ms. Mills-Epenteng:

This letter will respond on behalf of the Company to your comment letter dated September 19, 2014 (the “Comment Letter”) with respect to the above-referenced document filed by the Company (the “Schedule 14C”) with the Securities and Exchange Commission (the “Commission”).  To facilitate your review, we have included in this letter your original comments (in bold) followed by our response, which has been numbered to correspond to your Comment Letter.  Contemporaneously with the submission of this letter, the Company is filing an Amendment to the Schedule 14C with the Commission (the “Amendment”).

General

1.

We note that you filed a Form 8-K on September 17, 2014 to announce that the Company’s name had been changed from “Wireless Ronin Technologies, Inc.” to “Creative Realities, Inc.”  As a registrant subject to Section 12(g) of the Exchange Act, please explain why you believe a proxy or information statement in connection with the Company’s name change was not required.  Alternatively, please revise your preliminary information statement to include a discussion of the Company’s name change pursuant to Item 19 of Schedule 14A, applicable to you via Item 1 of Schedule 14C.

RESPONSE:  Pursuant to Section 302A.135, Subdivision 7 of the Minnesota Business Corporations Act and the governing documents of the Company, the Company may effect a name change without obtaining shareholder approval.

Ms. Maryse Mills-Epenteng

Special Counsel

United States Securities and Exchange Commission

Page 2

Sole Proposal – Amendment to the Articles of Incorporation to Increase the Number of Authorized Capital Shares, page 2

2.

You disclose that your authorized share capital is composed of 66,667,000 shares, of which 50,000,000 shares are authorized for issuance as common stock and 16,667,000 shares are authorized for issuance as preferred stock.  However, according to the Form 8-K and the amendment to your articles of incorporation filed on November 30, 2012, it appears that you effected a 5-for-1 reverse stock split, which reduced your authorized share capital to 26,666,666 shares, comprised of 16,666,666 shares of preferred stock and 10,000,000 shares of common stock.  Please advise.

RESPONSE:  Pursuant to the Form 8-K filed by the Company with the Commission on June 12, 2013, the Company’s shareholders approved an amendment to the Articles of Incorporation that increased the total authorized shares of the Company to 66,666,666, consisting of 16,666,666 shares of preferred stock and 50,000,000 shares of common stock.  Enclosed herewith as Exhibit A are the Articles of Amendment to Articles of Incorporation of the Company, effective June 12, 2013, as certified by the Minnesota Secretary of State.

Pages 1 and 2 of Schedule 14C and the Notice of Special Meeting of Shareholders of the Company have been revised to change all references to (i) 66,667,000 total shares of authorized capital to 66,666,666 total shares of authorized capital, and (ii) 16,667,000 shares of preferred stock to 16,666,666 shares of preferred stock.

Preferred Stock, page 3

3.

Please tell us in your response letter whether you presently have any plans, proposals or arrangements to issue any of the newly-available shares of preferred stock for any purpose, including future acquisitions and/or financings.  If not, please revise your disclosure to state that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the newly-available shares of preferred stock.

RESPONSE:  Page 3 of Schedule 14C has been revised to clarify that the Company currently does not have any plans, proposals or arrangements, written or otherwise, to issue any of the newly available shares of preferred stock for any purpose, including future acquisitions and/or financings.

If you have any questions or comments regarding the foregoing, do not hesitate to contact the undersigned by telephone at (612) 672-8305.

Regards,

/s/ Paul D. Chestovich, Esq

Paul D. Chestovich, Esq.

cc:           Mr. Paul Price

Mr. John Walpuck

Ms. Maryse Mills-Epenteng

Special Counsel

United States Securities and Exchange Commission

Page 3

EXHIBIT A

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF

WIRELESS RONIN TECHNOLOGIES, INC.

Ms. Maryse Mills-Epenteng

Special Counsel

United States Securities and Exchange Commission

Page 4

Ms. Maryse Mills-Epenteng

Special Counsel

United States Securities and Exchange Commission

Page 5

September  19, 2014

Via E -mail
Paul Price
Chief Executive Officer
Wireless Ronin Technologies, Inc.
55 Broadway, 9th Floor
New York, New York  10006

Re: Wireless Ronin Technologies, Inc.
 Preliminary Information Statement on Schedule 14C
Filed on September 12, 2014
File No. 001-33169

Dear Mr. Price :

We have reviewed your filing 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If 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 filing and the information you provide in
response to these comments, we may have a dditional comments.

General

1. We note that you file d a Form 8 -K on September 17, 2014 to announce that the
company’s name had been changed from “Wireless Ronin Technologies, Inc.” to
“Creative Realities, Inc.”  As a registrant subject to Section 12(g) of the Exchange Act,
please explain why you believe a proxy or information statement in connection with the
company’s name change was not required .  Alternatively, please revise your preliminary
information statement to include a discussion of the company’s name change pursuant to
Item 19 of Schedule 1 4A, appli cable to you via Item 1 of Schedule 14C .

Sole Proposal – Amendment to the Articles of Incorporation to Increase the Number of
Authorized Capital Shares, page 2

2. You disclose that your authorized share capital is composed of 66,667,000 shares, of
which 5 0,000,000 shares are authorized for issuance as common stock and 16,667,000

Paul Price
Wireless Ronin Technologies, Inc.
September 19, 2014
Page 2

 shares are authorized for issuance as preferred stock .  However, according to the Form 8 -
K and the amendment to your articles of incorporation filed on November 30, 2012, it
appear s that you effected a 5 -for-1 reverse stock split, which reduced your authorized
share capital to 26,666,666 shares, comprised of  16,666,666 shares of preferred stock and
10,000,000 shares of common stock .  Please advise .

Preferred Stock, page 3

3. Please tell us in your response letter whether you presently have any plans, proposals or
arrangements to issue any of the newly available shares of preferred  stock for any
purpose, including future acquisitions and/or financings.  If not, please revise your
discl osure to state that you have no such plans, proposals, or arrangements, written or
otherwise, at this time to issue any of the newly available shares of preferred  stock .

We urge all persons who are responsible for the accuracy and adequacy of the disclo sure
in the filing to be certain that the filing includes the information 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 disclo sure, they are responsible for the accuracy
and adequacy of the disclosures 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 p roceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Ji Kim, Attorney -Advisor, at (202) 551 -3579 or, in her absence, the
undersigned at (202) 551 -3457  with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
cc: Via E -mail
 Paul D. Chestovich , Esq.

Paul Price
Wireless Ronin Technologies, Inc.
September 19, 2014
Page 3

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Wireless Ronin Technologies, Inc.

5929 Baker Road, Suite 475

Minnetonka, MN 55345

May 20, 2014

VIA EDGAR

Mr. Mark P. Shuman

Branch Chief - Legal

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

Wireless Ronin Technologies, Inc. (the “Company”)

Registration Statement/Proxy Statement on Form S-4/A (the “Registration Statement”) Filed May 19, 2014

File No. 333-195278

Dear Mr. Shuman:

The Company respectfully requests that the Registration Statement be declared effective at 9:30 a.m., Washington, D.C. time, on Thursday, May 22, 2014, or as soon thereafter as is practicable.

The Company hereby authorizes Paul D. Chestovich, of Maslon Edelman Borman & Brand, LLP, to orally modify or withdraw this request for acceleration.

In connection with this request, the Company hereby acknowledges that:

·

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, such declaration 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 other person under the federal securities laws of the United States.

The Company requests that it be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Chestovich at (612) 672-8305, or in his absence Brad Pederson, of Maslon Edelman Borman & Brand, LLP, at (612) 672-8341. The Company also respectfully requests that a copy of the Commission’s written order verifying the effective time and date of such Registration Statement be sent to Mr. Pederson, via facsimile at (612) 642-8341 or email at Bradley.pederson@maslon.com.

Sincerely,

WIRELESS RONIN TECHNOLOGIES, INC.

By:           /s/ Scott W. Koller

Scott W. Koller

Chief Executive Officer

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May 12, 2014

Paul D. Chestovich

Direct Phone: 612-672-8305

Direct Fax: 612-642-8305

paul.chestovich@maslon.com

VIA EDGAR

Mr. Mark P. Shuman

Branch Chief - Legal

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:

Wireless Ronin Technologies, Inc. (the “Company”)

Joint Registration Statement/Proxy Statement on Form S-4

Filed April 15, 2014

File No. 333-195278

Dear Mr. Shuman:

This letter will respond on behalf of the Company to your comment letter dated May 8, 2014 (the “Comment Letter”) with respect to the above-referenced document filed by the Company (the “Form S-4”) with the Securities and Exchange Commission (the “Commission”).  To facilitate your review, we have included in this letter your original comments (in bold) followed by our response, which has been numbered to correspond to your Comment Letter.  Contemporaneously with the submission of this letter, the Company is filing an Amendment No. 1 to the Form S-4 with the Commission (the “Amendment”).

General

1.

We note that your disclosure of the merger consideration payable to Broadcast security holders is based on several assumptions, including the estimated number of outstanding Wireless Ronin shares of common stock on a “modified fully diluted basis” and the estimated number of Broadcast shares of common stock on an as converted basis as of the effective time.  Please revise as necessary to ensure that you describe the minimum consideration expected to be received by Broadcast security holders on an individual basis (for example on a per-share, per-100-share or similar basis).  To the extent the exact amount of stock consideration may vary from the estimate currently set forth in the filing, please revise to disclose in an appropriate place the reasonably possible range of the merger consideration Broadcast security holders will receive on an individual basis, based on recent estimates of the inputs into the formula for determining consideration.  Please ensure that your disclosure notes the significant assumptions upon which your estimates are based.  You may wish to provide disclosure regarding the range of consideration payable under “What You Will Receive in the Merger” on page 18 and/or in the discussion of the merger agreement beginning on page 60, with a cross reference on your cover page.

RESPONSE:  As requested, the Amendment updates portions of the Registration Statement that describe the Company shares to be issued in connection with the merger.  The Amendment also provides on the cover page of the proxy/prospectus: “For a further description of the RNIN shares of common stock to be issued to BCST shareholders in connection with the merger, investors are directed to see the sections entitled ‘What You Will Receive in the Merger’ on page 18, and ‘The Merger Agreement’ on page 60.”

Mr. Mark P. Shuman

Branch Chief - Legal

United States Securities and Exchange Commission

Page 2

Pages 18 and 60 of the Amendment has been revised to read in relevant part as follows:

“With the exception of dissenting shares, all of the shares of Broadcast common stock outstanding at the time of the merger (the ‘Effective Time’) will be exchanged into shares of Wireless Ronin common stock, the amount of which is based upon the number of Broadcast shares outstanding on an a modified and as-converted basis, and the number of Wireless Ronin shares of common stock outstanding, on a modified fully diluted basis.  In calculating Wireless Ronin shares outstanding on a modified fully diluted basis, Wireless Ronin and Broadcast have agreed to exclude 389,185 shares of Wireless Ronin common stock that are issuable upon exercise of outstanding warrants in calculating the number of shares of Wireless Ronin common stock outstanding on a fully diluted basis.  In calculating Broadcast shares outstanding on a modified as-converted basis, the parties have agreed to exclude 42,863,636 Broadcast shares of common stock issuable upon exercise of outstanding options and warrants of Broadcast.  In both cases, the parties agreed to exclude these issuable shares based upon the exercise prices of such warrants and options and the unlikelihood of such warrants and options being exercised in the future.

The amount of Broadcast shares outstanding will include all shares issued in consideration of the cancellation of debt of Broadcast, including its secured convertible debt, unsecured convertible debt and outstanding accounts payable.  At this time, Broadcast expects that its secured convertible debt outstanding at the time of the merger, plus accrued interest, will be converted into Broadcast shares at a conversion price of $0.0055, for a total issuance of 905,101,371 shares, and its existing unsecured convertible debt, plus accrued interest, will be converted into Broadcast shares at a conversion price of $0.01, for a total issuance of 111,561,111 shares.  In addition, Broadcast expects that payment of its outstanding accounts payable will occur and as a result an additional 118,811,881 Broadcast shares will be issued.  After conversion of all such debt, and excluding the options and warrants set forth above, Broadcast expects there will be 1,304,023,194 Broadcast shares outstanding, on a modified, as converted basis.  Although Broadcast believes the foregoing conversions will be acceptable to is creditors, it has no formal agreements in place with respect to such debt settlements.  The amount of shares to be issued to convert such debt may be greater or less, and it is a condition to the closing of the merger that such debt be settled.

Prior to the Effective Time, Wireless Ronin expects to issue up to 1,000,000 shares of common stock, or securities convertible into common stock, to finance operations.  This estimated amount of shares is added to the amount of Wireless Ronin shares of common stock that Wireless Ronin and Broadcast expect to be outstanding on a modified fully diluted basis and is taken into account in calculating the merger consideration to be issued to Broadcast shareholders.

At the Effective Time, Wireless Ronin will issue to Broadcast shareholders a number of shares of Wireless Ronin common stock that aggregate to 36.5% of its outstanding shares, as calculated above.  Wireless Ronin and Broadcast estimate that, immediately prior to the merger, Wireless Ronin will have 11,354,062 shares of common stock outstanding on a modified fully diluted basis, and as a result 6,526,351 shares of Wireless Ronin common stock will be issued to Broadcast shareholders in connection with the merger (the ‘RNIN Merger Shares’).  Wireless Ronin and Broadcast also expect that, immediately prior to the merger, Broadcast will have an aggregate of 1,304,023,194 shares of common stock outstanding, on an as-converted basis, after excluding those shares set forth above (the ‘BCST Outstanding Shares’).  Assuming that these share numbers are accurate, Broadcast shareholders as of the Effective Time will be entitled to receive a total of 6,526,351 RNIN Shares, and each BCST Outstanding Share will be converted into 0.005004781 RNIN Merger Shares as a result of the merger (the ‘Exchange Ratio’).  If the number of RNIN Merger Shares or BCST Outstanding Shares is different from the amounts respectively set forth above, the Exchange Ratio will change and the number of RNIN Merger Shares to which holders of Broadcast’s common stock are entitled may be greater or less.  Broadcast shareholders will have no shareholder rights in Broadcast after the merger.”

Mr. Mark P. Shuman

Branch Chief - Legal

United States Securities and Exchange Commission

Page 3

As you can see, this disclosure identifies the minimum consideration expected to be received by Broadcast security holders on a per-share individual basis (i.e., 0.005004781 Company shares), given the assumptions identified  above.   At this point, the parties do not believe the per-share individual merger consideration will vary in any material way, if at all, from the disclosure provided above.

2.

Please clarify what is meant by the term “calculated on a modified fully diluted basis” in your description of how the merger consideration will be calculated.

RESPONSE: Please see the revised language of the Amendment set forth in response to Item 1 above.  In that language, we disclose that the fully diluted number of outstanding shares of Wireless Ronin is modified by excluding 389,185 shares of common stock issuable upon the exercise of certain out-of-the-money warrants that are presently outstanding.

3.

Please update disclosure throughout your Form S-4 to reflect the changes in how the merger consideration will be calculated and paid pursuant to the amendment to the merger agreement disclosed in your Form 8-K filed on April 17, 2014.

RESPONSE: The Amendment updates how the merger consideration will be calculated, taking into account the amendment to the merger agreement and events occurring subsequent to the filing of the Form S-4. In particular, the amendment to the merger agreement memorialized the agreement of the parties to exclude from the calculation of “BCST Outstanding Shares” (which will be the basis upon which merger consideration will be allocated), all options and warrants of Broadcast.

If you have any questions or comments regarding the foregoing, do not hesitate to contact the undersigned by telephone at 612-672-8305, or by facsimile at 612-642-8305.

Regards,

/s/ Paul D. Chestovich

Paul D. Chestovich, Esq.

cc:

Mr. Scott Koller

Mr. John Walpuck

May 8, 2014

Via E -Mail
Scott W. Koller
President & Chief Executive Officer
Wireless Ronin Technologies, Inc.
5929 Baker Road, Suite 475
Minnetonka, MN 55345

Re: Wireless Ronin Technologies, Inc.
  Joint Registration Statement /Proxy Statement  on Form S-4
Filed April 15, 2014
  File No.  333-195278

Dear Mr. Koller:

We have limited our review of your filing 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 filing and providing the requested
information .  Where you do not believe our comments apply t o 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 filing and the information you provide in
response to these  comments, we may have  additional comment s.

General
1. We note that your disclosure of the merger consideration payable to Broadcast security
holders is based on several assumptions, including the estimated number of outstanding
Wireless Ronin shares of common stock on a “modified fully diluted b asis” and the
estimated number of Broadcast shares of common stock on an as converted basis as of
the effective time.  Please revise as necessary to ensure that you describe the minimum
consideration expected  to be received by Broadcast security holders on  an individual
basis (for example on a per -share, per -100-share or similar basis).  To the extent the exact
amount of stock consideration may vary from the estimate currently set forth in the filing,
please revise to disclose in an appropriate place the re asonably possible range  of the
merger  consideration  Broadcast security holders will receive on an individual basis,
based on recent estimates of the inputs into the formula for determining consideration.
Please ensure that your disclosure notes the signif icant assumptions upon which your
estimates are based .  You may wish to provide disclosure regarding the range of
consideration payable under “What You Will Receive in the Merger” on page 18 and/or

Scott W. Koller
Wireless Ronin Technologies, Inc.
May 8, 2014
Page 2

 in the discussion of the merger agreement beginning on pag e 60, with a cross reference
on your cover page.
2. Please clarify what is meant by the term “calculated on a modified fully diluted basis” in
your description of how the merger consideration will be calculated.
3. Please update disclosure throughout your Form S -4 to reflect the changes in how the
merger consideration will be calculated and paid pursuant to the amendment to the
merger agreement disclosed  in your Form 8 -K filed on April 17, 2014.

We urge all persons who are responsible for the accuracy and adequa cy 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 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 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 w ill 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 1933 and the Secur ities 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.

Scott W. Koller
Wireless Ronin Technologies, Inc.
May 8, 2014
Page 3

 Please contact Katherine Wray, Attorney -Advisor, at (202) 551 -3483, or in her absence,
me at (202) 551 -3462  with any questions.

Sincerely,

 /s/ Mark P.  Shuman

Mark P. Shuman
Branch Chief – Legal

cc:  Via E-mail
 Paul D. Chestovich
 Maslon Edelman Bo rman & Brand, LLP

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Acceleration Request

 Wireless Ronin Technologies, Inc.

5929 Baker Road, Suite 475

 Minnetonka, MN 55345

 January 30, 2013

VIA EDGAR AND EMAIL

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: Evan S. Jacobson

Re:
Wireless Ronin Technologies, Inc.

 Registration Statement on Form S-3

 Filed on January 4, 2013 and
Amended on January 30, 2013

 File No. 333-185885

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Securities Act”), Wireless Ronin Technologies, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3, as amended
(the “Registration Statement”) be accelerated to Thursday, January 31, 2013, at 4:30 p.m. (Eastern Standard Time), or as soon thereafter as practicable.

 The Company is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as related to the proposed public offering of the securities specified in the
Registration Statement. The Company hereby acknowledges that (1) should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the above-referenced filing
effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) 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 (3) 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.

 Very truly yours,

Wireless Ronin Technologies, Inc.

By

/s/ Darin P. McAreavey

 Darin P. McAreavey

Senior Vice President and Chief Financial Officer

January 29, 2013

Via Email

Scott W. Koller
Chief Executive Officer
Wireless Ronin Technologies , Inc.
5929 Baker Road, Suite 475
Minnetonka, Minnesota 55345

Re: Wireless Ronin  Technologies, Inc.
  Registration Statement on Form S-3
Filed January 4, 2013
  File No. 333 -185885

Dear Mr. Koller :

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.

General

1. On December  31, 2012, the aggregate market value of outstanding common stock held by
non-affiliates was $7,268,616, and during the prior twelve calendar months, you offered
$1,408,146 of securities pursuant to G eneral Instruction  I.B.6 of Form  S-3.  You are
registering $15 million of common stock, warrants, and units.  Please confirm your
understanding that at the time you file prospectus supplements for takedowns off the
shelf, the aggregate market value of secu rities sold by or on behalf of you pursuant to
General Instruction  I.B.6 of Form S -3 during the period of 12 calendar months
immediately prior to, and including, the sale must be  no more than one -third of the
aggregate market value of the voting and non -voting common equity held by
non-affiliates.  For guidance, refer to Questions  116.22 and 116.23  of the Division of
Corporation Finance’s Compliance and Disclosure Interpretations for Securities Act
Forms .

Scott W. Koller
Wireless Ronin Technologies , Inc.
January 29, 2013
Page 2

Available Information, page 3

2. Please incorporate  by reference from your current report on Form 8 -K filed
January  4, 2013 .  See Item 12(a)(2) of Form S -3, and for guidance, refer to
Question  123.05 of the Division of Corporation Finance’s Compliance and Disclosure
Interpretations for Securities Act Forms .  Ensure that the list of previously filed
documents incorporated by reference is complete when you file the amendment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes 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 o f 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 Commiss ion 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  accelerati on.  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 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 amendment prior to the requested effective date of the
registration statement.

Scott W. Koller
Wireless Ronin Technologies , Inc.
January 29, 2013
Page 3

 Please contact Evan S. Jacobson, Attorney -Advisor,  at (202) 551 -3428 or me at
(202)  551-3462 with any questions.

Sincerely,

 /s. Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via Email
Brett D. Anderson, Esq.
Briggs and Morgan, P.A.

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

June 15, 2010

James C. Granger Chief Executive Officer  Wireless Ronin Technologies, Inc.  5929 Baker Road, Suite 475 Minnetonka, MN 55345
Re:   Wireless Ronin Technologies, Inc.   Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 26, 2010
 File No. 001-33169

Dear Mr. Granger:
We have completed our review of your filing and have no further comments at this time
on the specific issues raised.
 You may contact Michael F. Johnson, St aff Attorney, at (202) 551-3477, with any
questions.  If you need further assistance,  you may contact me at (202) 551-3735.
       S i n c e r e l y ,

 Barbara C. Jacobs
Assistant Director

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Wireless Ronin Technologies, Inc.

5929 Baker Road, Suite 475

Minnetonka, MN 55345

 VIA EDGAR
 May 27, 2010

Michael F. Johnson

Mail Stop 4561

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re:
 Wireless Ronin Technologies, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2009

 Filed March 26, 2010

 File No. 001-33169

Dear Mr. Johnson:

We are responding to the letter from Barbara C. Jacobs dated May 14, 2010.  Our responses follow the comments included in such letter, which are presented in boldface type.  From a disclosure perspective, we intend to address the comments in future periodic reports in accordance with the responses set forth below.

Form 10-K for the Fiscal Year Ended December 31, 2009

Business

Select Customers, page 6

1.

We note that sales to ARAMARK represented 21.7% of total sales in 2009, sales to Thomson Reuters represented 15.8% of total sales in 2009, sales to Chrysler, through BBDO Detroit/Windsor, represented 14.3% of total sales in 2009 and that sales to KFC represented 10.1% in 2009.  Your relationships with these customers appear to be material and therefore you should expand your discussion of your contractual relationships with them in your Business section.  Refer to Item 101(c)(1)(vii) of Regulation S-K.  In addition, please advise whether you have agreements with these customers upon which you are substantially dependent for purposes of Item 601 of Regulation S-K.

Response:

    In future filings, the Company will, as shown below, clarify the nature of its agreements with its key customers and offer further detail regarding the ordinary course purchase orders pursuant to which it actually sells goods and services.  Because the agreements (1) do not obligate the Company to sell any particular quantity of goods or services, (2) do not obligate the Company’s customers to buy any particular quantity of goods or services, and (3) do not specify a time at which any specific purchase commitments must be made, the Company does not consider such agreements to be material definitive agreements for purposes of Item 601 of Regulation S-K.  Because the purchase orders do not represent continuing contractual agreements upon which the Company’s business is substantially dependent, the Company does not consider such purchase orders to be material definitive agreements for purposes of Item 601 of Regulation S-K.

Michael F. Johnson

U.S. Securities and Exchange Commission

May 27, 2010

Page 2

We have agreements with ARAMARK, Thomson Reuters, Chrysler and KFC that establish the general terms and conditions applicable to any subsequently issued purchase orders.  Those agreements, however, do not, by themselves, obligate any of those companies to purchase any particular quantity of goods or services nor do they specify a time at which specific purchase commitments must be made.  We provide goods and services to such companies on the basis of purchase orders issued by such companies to our company for individual projects at various locations.  These purchase orders have included installation, content development, software licensing, hardware, hosting and maintenance services.  We regard the purchase orders we have received to date to be in the ordinary course of our business.  Further detail on our key customers is as follows:

ARAMARK – We have provided goods and services to ARAMARK for its operations in the food service industry since April 2008.  ARAMARK provides managed food service to colleges, universities, healthcare institutions, sports and entertainment venues, conference centers and other private and public gathering places.  While ARAMARK is not our only customer in the food industry, it is our only customer that provides managed food service. We have received purchase orders from ARAMARK’s Higher Education division to support menu boards and touch screens on university campuses, which included the launch of its Burger Studio brand in 2009.  We are currently expanding our services into elementary and secondary schools pursuant to other purchase orders.  Sales to ARAMARK represented ____% and 21.7% of our total sales in 2010 and 2009, respectively.

Thomson Reuters – We have provided goods and services to Thomson Reuters in connection with Thomson Reuters’ InfoPoint digital signage system since June 2007.  The InfoPoint digital signage system is a lifestyle, news, information and pictures-based digital signage display network designed for the out-of-home market.  We continued to expand the number of InfoPoint digital signage locations pursuant to additional purchase orders received in 2009.  As of December 31, 2009, we provided 24-hour per day hosting and support services to 286 locations for Thomson Reuters.  Sales to Thomson Reuters represented ____% and 15.8% of total sales in 2010 and 2009, respectively.

Chrysler and BBDO Detroit/Windsor — RNIN Canada provided goods and services to Chrysler’s advertising agency BBDO Detroit/Windsor from 2001 to 2009, including digital content creation services, e-learning tools and a data-driven touch screen kiosk program.  The initial touch screen kiosk program used throughout Chrysler’s dealer network was called the Chrysler Vehicle Information Centre.  Since BBDO Detroit/Windsor went out of business in 2009, we have been working directly with Chrysler on a next generation system called iShowroom.  Chrysler’s U.S. dealerships can use the proprietary iShowroom product either in a personal computer only configuration, which is provided by Chrysler to each of its U.S. dealerships, or through a digital signage kiosk located on the showroom floor, which we jointly market with Chrysler.  We also provide additional content development services to Chrysler that feature Chrysler products as they are displayed on iShowroom digital signage systems.  Sales to Chrysler represented ____% of total sales in 2010.  Sales to Chrysler and BBDO Detroit/Windsor represented 14.3% of total sales in 2009.

Michael F. Johnson

U.S. Securities and Exchange Commission

May 27, 2010

Page 3

KFC – Since December 2007, we have provided goods and services to KFC, an entity operating in the quick service restaurant (“QSR”) industry.  We have provided goods and services in connection with KFC’s implementation of digital menu boards in restaurants in metropolitan areas selected by KFC.  Those digital menu boards have been installed in both KFC-owned and franchise restaurant locations and KFC has been billed and paid for all such locations, whether KFC or franchisee owned.  We continued to expand our relationship with KFC and its parent, YUM Restaurant Services, Group, Inc. (“YUM”), in 2009, which now includes over 180 locations across five countries.  KFC restaurants in Las Vegas, Austin, Oklahoma City and Louisville are now 100% digital.  We are also deploying a custom content management web-portal for KFC corporate and its franchisee operators, which allows for the online management of content, day-parting and monthly scheduling of the digital menu boards.  Sales to KFC and YUM represented ____% of total sales in 2010.  Sales to KFC represented 10.1% of total sales in 2009.

Risk Factors, page 25

2.

We note your disclosure in your Form 10-K filed March 26, 2010 that pursuant to the Loan and Security Agreement you require the prior written consent of Silicon Valley Bank to, among other things, dispose of assets, change CEO or COO, merge or consolidate, acquire all or substantially all of the capital stock or property of another person or become liable for any indebtedness (other than permitted indebtedness).  Please tell us what consideration you gave to creating a risk factor in future filings discussing the restrictions imposed by this agreement.

Response:

    The Company has disclosed these restrictive covenants in its management's discussion and analysis and its financial statement footnotes in both its Form 10-K filed March 26, 2010 and its Form 10-Q filed May 7, 2010.  The Company plans to include such a risk factor, and update its cautionary statement to include such a risk factor, if it draws against the line of credit provided by such agreement.  Until such time as the Company draws upon that line and has an outstanding balance owing to Silicon Valley Bank, the Company believes that the restrictive covenants set forth therein are immaterial in that the agreement can be terminated without material expense.  If the Company determines to draw against the line, it would plan to present the following risk factor:

Michael F. Johnson

U.S. Securities and Exchange Commission

May 27, 2010

Page 4

We are subject to various restrictive covenants under our agreement with Silicon Valley Bank which may prevent us from taking actions that could be beneficial to our shareholders, including mergers, acquisitions and the incurrence of indebtedness.  Pursuant to our loan and security agreement with Silicon Valley Bank, we generally require the prior written consent of Silicon Valley Bank to, among other things, (a) dispose of assets, (b) change our business, (c) liquidate or dissolve, (d) change CEO or COO (replacements must be satisfactory to the lender), (e) enter into any transaction in which our shareholders who were not shareholders immediately prior to such transaction own more than 40% of our voting stock (subject to limited exceptions) after the transaction, (f) merge or consolidate with any other person, (g) acquire all or substantially all of the capital stock or property of another person, or (h) become liable for any indebtedness (other than permitted indebtedness).  If we determine that taking one of these actions would be in our best interests and we are unable to obtain the prior written consent of Silicon Valley Bank to do so, we would be required to repay the amount owing Silicon Valley Bank at that time, which may not be advisable or even practical, or having to forgo taking the action for which we sought consent.  In such scenario, we would be unable to borrow additional sums under the agreement with Silicon Valley Bank which could adversely affect our liquidity and capital resources.  Our inability to take actions due to the restrictive covenants or our need to repay amounts borrowed and effective loss of the line of credit could have a material adverse effect on our business and financial condition.

Management's Discussion and Analysis or Plan of Operation

Overview, page 28

3.

Please expand this section in future filings to provide an executive level overview that provides context for the remainder of the management's discussion and analysis.  For example, identify the factors that your executives focus on in evaluating financial condition and operating performance and consider addressing the material operations, risks and challenges facing Wireless Ronin and how management is dealing with these issues.  Please also consider enhancing your disclosure to address any material trends.  Refer to Release No. 33-8350.

Response:

    In future filings we will expand this section to include a revised executive level overview (substantially as follows but adjusted for any intervening changes in the Company’s business that may occur prior to making such filings) that provides context for the remainder of management’s discussion and analysis.  Should we identify any material trends, we will also include disclosure addressing them.

Michael F. Johnson

U.S. Securities and Exchange Commission

May 27, 2010

Page 5

Overview

We provide digital signage software, hardware and services solutions to customers who use our products and services in certain retail and service markets.  Through our proprietary RoninCast® software, we provide enterprise, web-based or hosted content delivery systems that manage, schedule and deliver digital content over wireless or wired networks.  We also provide custom interactive software solutions, content engineering and creative services to our customers.

While the digital signage system solutions that we provide have application in a wide variety of industries, we focus on three primary markets: (1) automotive, (2) food service (including QSR, fast casual and managed food services markets), and (3) branded retail.  The industries in which we sell goods and services are not new but their application of digital signage solutions is relatively new (within the last five years) and these industries have not widely accepted or adopted digital signage.  As a result, we remain a development stage company without an established history of profitability, or substantial or steady revenues.  This characterization applies to our competitors as well, all of which are working to promote broader adoption of digital signage solutions and to develop profitable, substantial and steady sources of revenue.

We believe that the adoption of digital signage technology will increase substantially in years to come both in industries on which we currently focus and in other industries.  We also believe that adoption of digital signage depends not only upon the software and services that we provide but upon the cost of hardware used to process and display content in digital signage systems.  Digital media players and flat panel displays constitute a large portion of the expenditure customers make relative to the entire cost of digital signage systems.  Costs of these digital media players and flat panel displays have historically decreased and we believe will continue to do so, though we do not manufacture either product and do not substantially affect the overall markets for these products.  If prices continue to decline for this hardware, we believe that adoption of digital signage technology is likely to increase, though we cannot predict a precise rate at which adoption will occur.

Management focuses on a wide variety of financial measurements to assess our financial health and prospects but principally upon (1) sales, to measure the adoption of digital signage technology by our customers, (2) cost of sales and gross profit, particularly expressed as gross profit percentage to determine if sales have been made at levels of profit necessary to cover operating expenses on a long-term basis (based upon assumptions regarding adoption of digital signage technology), (3) sales of hardware relative to software and services, understanding that hardware typically provides a lower gross profit margin than do software license fees and services, (4) operating expenses so that management can appropriately match those expenses with sales, and (5) current assets, especially cash and cash equivalents used to fund operating losses thus far incurred.

Michael F. Johnson

U.S. Securities and Exchange Commission

May 27, 2010

Page 6

Exhibit Index, E-1

4.

In future filings, describe the exhibit referenced in Exhibit Number 4.1.  Your current disclosure does not respond to the requirements of Item 601 of Regulation S-K to identify your material exhibits.

Response:

    We respectfully submit that the Company’s reference “Exhibit 4.1 – See exhibits 3.1 and 3.2” was intended to cross-reference the Company’s Articles of Incorporation and Bylaws, which are required to be filed, and were filed, as exhibits numbered 3 pursuant to Item 601(b)(3) of Regulation S-K.  The Company employed this cross-reference because it believes that its Articles of Incorporation and Bylaws are among the instruments which define the rights of security holders, and so are responsive to Item 601(b)(4) of Regulation S-K as well as Item 601(b)(3) of Regulation S-K.

If you require any additional information or have any questions, please call me at (952) 564-3525.

 Sincerely,

 /s/ Darin P. McAreavey

 Darin P. McAreavey

 Vice President and Chief Financial Officer

cc:           James C. Granger

Chief Executive Officer

Scott N. Ross, Esq.

Vice Pr

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

Mail Stop 4561

May 14, 2010

James C. Granger Chief Executive Officer  Wireless Ronin Technologies, Inc.  5929 Baker Road, Suite 475 Minnetonka, MN 55345
Re:   Wireless Ronin Technologies, Inc.   Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 26, 2010
 File No. 001-33169

Dear Mr. Granger:
We have reviewed the above-referenced fili ng and have the following comments.  If
indicated, we think you should re vise your document in response to these comments.  If you
disagree, we will consider your explanation as to  why our comment is inapplicable or a revision
is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Business

Select Customers, page 6

1. We note that sales to ARAMARK represente d 21.7% of total sale s in 2009, sales to
Thomson Reuters represented 15.8% of tota l sales in 2009, sales to Chrysler, through
BBDO Detroit/Windsor, represented 14.3% of total sales in 2009 and that sales to KFC
represented 10.1% in 2009.  Your relationshi ps with these customers appear to be
material and therefore you should ex pand your discussion of you contractual

James C. Granger
Wireless Ronin Technologies, Inc.  May 14, 2010 Page 2
relationships with them in your Business se ction.  Refer to Item 101(c)(1)(vii) of
Regulation S-K.  In additi on, please advise whether you ha ve agreements with these
customers upon which you are substantially dependent for purposes of Item 601 of Regulation S-K.
 Risk Factors, page 25

 2. We note your disclosure in your Form 10-K filed March 26, 2010 that pursuant to the
Loan and Security Agreement you require th e prior written consent of Silicon Valley
Bank to, among other things, dispose of a ssets, change CEO or COO, merge or
consolidate, acquire all or s ubstantially all of the capital stock or property of another
person or become liable for any indebtedness (other than permitted indebtedness).  Please tell us what consideration you gave to creati ng a risk factor in future filings discussing
the restrictions imposed by this agreement.
 Management’s Discussion and Anal ysis or Plan of Operation

 Overview, page 28

 3. Please expand this section in future filings to provide an executiv e level overview that
provides context for the remainder of the ma nagement’s discussion and analysis.  For
example, identify the factors that your ex ecutives focus on in evaluating financial
condition and operating performance and cons ider addressing the material operations,
risks and challenges facing Wireless Ronin and how manageme nt is dealing with these
issues.  Please also consider enhancing your disclosure to address any material trends.
Refer to Release No. 33-8350.
 Exhibit Index, E-1

4. In future filings, describe the exhibit refe renced in Exhibit Number 4.1.  Your current
disclosure does not respond to  the requirements of Item 601 of Regulation S-K to identify
your material exhibits.

* * * * * * *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials on
EDGAR as required by Rule 101 of  Regulation S-T.  If you amend your filing, you may wish to
provide us with marked copies of any amendment to expedite our review.  Please furnish a cover
letter that keys your response to  our comments and provides any re quested information.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing any amendment and your response to our comments.
 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 includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an

James C. Granger
Wireless Ronin Technologies, Inc.  May 14, 2010 Page 3    informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
  In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in re sponse 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 securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 You may contact Michael F. Johnson, St aff Attorney, at (202) 551-3477, with any
questions.  If you need further assistance,  you may contact me at (202) 551-3735.
       S i n c e r e l y ,

 Barbara C. Jacobs
Assistant Director

Mail Room 4561          September 22, 2009   Darin P. McAreavey Vice President and Chief Financial Officer Wireless Ronin Technologies, Inc. 5929 Baker Road, Suite 475 Minnetonka, Minnesota 55345
 Re:    Wireless Ronin Technologies, Inc.
  Registration Statements on Form S-3
  Filed on September 3, 2009   File No. 333-161700
Dear Mr. McAreavey:

We have limited our review of the above-refe renced Form S-3 registration statement of
Wireless Ronin Technologies, Inc. to the disclosure item identified below and have the following
comment.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We welcome any questions you may ha ve about our comment or on any other aspect
of our review and look forward to working with  you.  Feel free to call us at the telephone
numbers listed at the end of this letter.  General

1. We note that there are outstanding comme nts on the Form 10-K for the period ended
December 31, 2008.  Please be advised that we will not declare the registration statement effective until all outstanding comments have been resolved.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Darin P. McAreavey
Wireless Ronin Technologies, Inc. September 22, 2009
Page 2

Notwithstanding our comment, in the event the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

*    should the Commission or th e staff, acting pursuant to de legated 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 this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelera tion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rule 461 rega rding requesting accelera tion of a registration
statement.  Please allow adequate  time after the filing of any amendments for further review
before submitting a request for acceleration.  Plea se provide this request at least two business
days in advance of the requested effective date.

Please direct all questions to Stephani Bouvet at  202-551-3545 or, in he r absence, to me at
202-551-3457.  If you still require further assist ance, please contact Barbara C. Jacobs, Assistant
Director, at 202-551-3735.
        S i n c e r e l y ,
   Maryse Mills-Apenteng    Special Counsel
 cc:   Via facsimile:  612-977-8650

Brett D. Anderson, Esq. Briggs and Morgan, P.A.

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Wireless Ronin Technologies, Inc.

5929 Baker Road, Suite 475

Minnetonka, MN 55345

 VIA EDGAR AND EMAIL
  September 25, 2009

Stephani Bouvet

Mail Stop 4561

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re:
 Wireless Ronin Technologies, Inc.

 Registration Statement on Form S-3

 Filed on September 3, 2009

 File No. 333-161700

Dear Ms. Bouvet:

We are responding to the letter from Maryse Mills-Apenteng dated September 22, 2009.  Our response follows the comment included in your letter, which is presented in boldface type.

General

1.

We note that there are outstanding comments on the Form 10-K for the period ended December 31, 2008.  Please be advised that we will not declare the registration statement effective until all outstanding comments have been resolved.

Response:  We have been advised pursuant to a letter from Kathleen Collins, Accounting Branch Chief, dated September 23, 2009, that the staff has completed its review of our Form 10-K and related filings and has no further comments at this time on the specific issues raised.

We acknowledge that:

·

Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the above-referenced 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 our company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

Our 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.

If you require any additional information or have any questions, please call me at (952) 564-3525.

Sincerely,

/s/ Darin P.McAreavey

Darin P. McAreavey

Vice President and Chief Financial Officer

cc:           James C. Granger

  President and Chief Executive Officer

Scott N. Ross, Esq.

  Vice President, General Counsel and Secretary

Brett D. Anderson, Esq.

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    correspond4.htm

Wireless Ronin Technologies, Inc.

5929 Baker Road, Suite 475

Minnetonka, MN 55345

September 25, 2009

VIA EDGAR AND EMAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn: Stephani Bouvet

 Re:
 Wireless Ronin Technologies, Inc.

 Registration Statement on Form S-3

 Filed on September 3, 2009

 File No. 333-161700

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Securities Act"), Wireless Ronin Technologies, Inc. (the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 (the "Registration Statement") be accelerated to Tuesday, September
29, 2009, at 4:30 p.m. (Eastern Daylight Time), or as soon thereafter as practicable.

The Company is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as related to the proposed public offering of the securities specified in the Registration Statement.  The Company hereby acknowledges that (1) should the U.S. Securities and Exchange Commission (the "Commission")
or the staff, acting pursuant to delegated authority, declare the above-referenced filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) 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 (3) 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.

Very truly yours,

Wireless Ronin Technologies, Inc.

By /s/ Darin P. McAreavey

Darin P. McAreavey

Vice President and Chief Financial Officer

Mail Stop 4561
via fax (952) 974-7887

         September 23, 2009  James C. Granger Chief Executive Officer Wireless Ronin Technologies, Inc. 5929 Baker Road, Suite 475 Minnetonka, MN 55345
Re:  Wireless Ronin Technologies, Inc.  Form 10-K for the Fiscal Year Ended December 31, 2008  Filed March 13, 2009  Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009  File No. 001-33169

Dear Mr. Granger:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issued raised.

      S i n c e r e l y ,          Kathleen Collins
Accounting Branch Chief

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    correspond3.htm

Wireless Ronin Technologies, Inc.

5929 Baker Road, Suite 475

Minnetonka, MN 55345

 VIA EDGAR
 September 22, 2009

Kathleen Collins

Accounting Branch Chief

Mail Stop 4561

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re:
 Wireless Ronin Technologies, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2008

 Filed March 13, 2009

 Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009

 File No. 001-33169

Dear Ms. Collins:

We are responding to your letter dated September 14, 2009.  Our responses follow the comments included in your letter, which are presented in boldface type.  From a disclosure perspective, we intend to address your comments in future periodic reports in accordance with the responses set forth below.

Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009

Use of Non-GAAP Measures

1.

We note your response to prior comment 4 and the proposed disclosures provided.  Your proposed disclosures appear overly broad and do not appear to sufficiently reflect the guidance in Question 8 of the FAQ.  In this regard, we do not believe you have provided substantive reasons
why the non-GAAP measures provide useful information to investors.  Also, you state that your non-GAAP disclosures exclude items that are “unusual, infrequent, unrelated to the ongoing core operations, or involve special charges of non-cash items.”  It is not clear why you believe that items such as depreciation and stock-based compensation are “unusual and infrequent.”  Further if you intend to refer to “core operations” in your future filings,
ensure that it is adequately defined and that you fully explained how you determine that the excluded items are not representative of your “core operations.”  In addition, you do not appear to have disclosed the material limitations associated with the use of the non-GAAP measures or the manner in which you compensate for these limitations.  Please provide us with proposed disclosures that fully address the concerns raised in prior comment 4 in the event that you intend to present
non-GAAP information in the future.  Please note that you must meet the burden of demonstrating the usefulness of any measure that excludes recurring items, especially if the non-GAAP measure is used to evaluate performance.

Response:  To address the staff’s comment, we propose to use the following revised disclosure in the future when furnishing non-GAAP financial measures.

In addition to disclosing financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP), this press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP operating loss and non-GAAP operating loss per common share. The presentation of this financial information is
not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Non-GAAP operating loss and non-GAAP operating loss per share. We define non-GAAP operating loss as operating loss plus stock-based compensation expense, depreciation and amortization, severance expense and other one-time charges.  We define non-GAAP operating loss per share
as non-GAAP operating loss divided by the weighted average basic and diluted shares outstanding.  Our management utilizes a number of different financial measures, both GAAP and non-GAAP, in making operating decisions, in forecasting and planning, and in analyzing and assessing our company's overall performance. Our annual financial plan is prepared and reviewed both on a GAAP and non-GAAP basis. We
budget and forecast for revenue and expenses on GAAP and non-GAAP bases, and assess actual results on GAAP and non-GAAP bases against our annual financial plan. Our board of directors and management utilize these financial measures (both GAAP and non-GAAP) to determine our allocation of resources. In addition, and as a consequence of the importance of these non-GAAP financial measures in managing our business, we use non-GAAP financial measures
in the evaluation process to establish management compensation. For example, management’s annual bonus program is based upon the achievement of consolidated gross margin and non-GAAP operating income (loss).  Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding the items mentioned above.  In particular, we consider the use of non-GAAP revenue helpful in understanding the performance of our
business, as it excludes either recurring non-cash items or non-recurring one-time charges. We also consider the use of non-GAAP earnings per share helpful in assessing the ongoing performance of the continuing operations of our business. By continuing operations we mean the ongoing results of our business excluding certain one-time charges.  Our rationale for the items we omit from our non-GAAP measures is as follows:

Stock-based compensation.  We exclude non-cash stock-based compensation expense because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use under FAS 123R.  Stock-based
compensation expense is a recurring expense for our company and is expected to be in the future as we have a history of granting stock options and other equity instruments as a means of incentivizing and rewarding our employees.

Kathleen Collins

U.S. Securities and Exchange Commission

September 22, 2009

Page 2

    Depreciation and amortization expense.  Depreciation and amortization are non-cash charges that are impacted by our accounting methods and book value
of assets.  By excluding these non-cash charges, our management, together with our investors, are provided with supplemental metrics to evaluate cash earnings, distinguishing performance’s impact on earnings from performance’s impact on cash. Management believes that the review of these supplemental metrics in conjunction with other GAAP metrics, such as capital expenditures, is useful for management and investors in understanding our business.  Depreciation is a recurring expense
for our company and is expected to continue to be in the future as we continue to make further investments in our infrastructure through the acquisition of property, plant and equipment. In 2008, we recognized an impairment charge for the remaining value of intangible assets and therefore do not anticipate amortization expense to be a regularly recurring expense.  Due to the exclusion of these non-cash items, investors should not use this metric as a measure of evaluating our liquidity. Instead, to
evaluate our liquidity, investors should refer to the Consolidated Statements of Cash Flow and the Liquidity and Capital Resources section contained within Management's, Discussion and Analysis in our most recently filed periodic reports.

 Severance and other one-time charges. We exclude severance and other one-time charges that are the result of other, unplanned events as one means of measuring operating performance.  Included
in these expenses are items such as severance costs associated with the termination of employees as part of an unplanned restructuring, a non-acquisition-related restructuring and other charges. These events are unplanned and arise outside the ordinary course of continuing operations.  For example, we implemented a significant workforce reduction and other changes to our management team during 2008 and 2009.   We do not expect restructuring-related charges to regularly recur in the future.  The
other one-time charges relate to unplanned costs, and therefore, by providing this information, we believe our management and our investors may more fully understand the financial results of what we consider to be organic continuing operations.

There are a number of limitations related to the use of non-GAAP operating loss and non-GAAP operating loss per share versus operating income and loss per share calculated in accordance with GAAP. First, these non-GAAP financial measures exclude stock-based compensation and depreciation expenses that are recurring. Both stock-based expenses
and depreciation have been, and will continue to be for the foreseeable future, a significant recurring expense with an impact upon our company notwithstanding the lack of immediate impact upon cash. Second, stock-based awards are an important part of our employees’ compensation and impact their performance. Third, there is no assurance we will avoid further personnel changes and, therefore, may recognize additional severance and other one-time charges associated with a future restructuring.  Fourth,
there is no assurance the components of the costs that we exclude in our calculation of non-GAAP operating loss do not differ from the components that our peer companies exclude when they report their results of operations. Our management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their most directly comparable financial measures calculated in accordance
with GAAP. The accompanying tables have more details on these non-GAAP financial measures, including reconciliations between these financial measures and their most directly comparable GAAP equivalents.

Kathleen Collins

U.S. Securities and Exchange Commission

September 22, 2009

Page 3

2.

Also, your proposed disclosure indicates that you exclude stock-based compensation and the amortization of acquired intangibles because they are “non-cash in nature.”  Your disclosure appears to suggest that you are using these non-GAAP measures as measures of both operating performance and liquidity.  If
your non-GAAP measures are intended to be measures of liquidity, it appears that the measures should be reconciled to GAAP cash flow from operations.  Please clarify and explain to us why the measure is reconciled to GAAP operating loss if your intention is to also present this as a liquidity measure.

Response:  We do not exclude stock-based compensation and the amortization of acquired intangibles as a measure of liquidity, but rather as one measure of our performance.  We propose to address the staff’s comment by specifically stating in our revised non-GAAP
disclosure (set forth in Response #1 above) that the non-GAAP financial measure resulting from the elimination of such non-cash items should not be viewed as a measure of our liquidity.   Instead, we will advise that investors should refer to our Consolidated Statements of Cash Flow and the Liquidity and Capital Resources section contained within Management's, Discussion and Analysis in our most recently filed periodic reports for measures of our liquidity.  Because the elimination of
these non-cash items is designed to generate a non-GAAP financial measure of operating performance, we believe the reconciliation of such metric to our GAAP operating loss is appropriate.

We acknowledge that:

·

our 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

·

our company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you require any additional information or have any questions, please call me at (952) 564-3525.

Sincerely,

/s/ Darin P. McAreavey

Darin P. McAreavey

Vice President and Chief Financial Officer

cc:           James C. Granger

  President and Chief Executive Officer

Scott N. Ross, Esq.

  Vice President, General Counsel and Secretary

Brett D. Anderson, Esq.

Mail Stop 4561
via fax (952) 974-7887

         September 14, 2009  James C. Granger Chief Executive Officer Wireless Ronin Technologies, Inc. 5929 Baker Road, Suite 475 Minnetonka, MN 55345
Re:  Wireless Ronin Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Filed March 13, 2009  Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009  File No. 001-33169

Dear Mr. Granger:

We have reviewed your response letter dated September 2, 2009 in connection with
the above-referenced filings and have the fo llowing comments.  If indicated, we think you
should revise your document in response to th ese comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as nece ssary in your explanation.  In some of our comments, we may
ask you to provide us with supplemental in formation so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.  Unless otherwise noted, where prior comments are referre d to they refer to our letter dated August
24, 2009.

Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009

 Use of Non-GAAP Measures

 1. We note your response to prior comment 4 and the proposed disclosures provided.
Your proposed disclosures appear overly broad and do not appear to sufficiently
reflect the guidance in Question 8 of the F AQ.  In this regard, we do not believe you
have provided substantive
 reasons why the non-GAAP me asures provide useful
information to investors.  Also, you st ate that your non-GAAP disclosures exclude
items that are “unusual, infrequent, un related to the ongoing core operations, or
involve special charges of non- cash items.”  It is not clear why you believe that items
such as depreciation and stock-based comp ensation are “unusual and infrequent.”
Further if you intend to refer to “core operati ons” in your future filings, ensure that it
is adequately defined and that you fully  explained how you determine that the

James C. Granger
Wireless Ronin, Inc. September 14, 2009 Page 2
excluded items are not representative of  your “core operations.” In addition, you do
not appear to have disclosed the material limitations associated with the use of the
non-GAAP measures or the manner in which you compensate for these limitations.  Please provide us with proposed disclosures th at fully address the concerns raised in
prior comment 4 in the event that you inte nd to present non-GAAP information in the
future.  Please note that you must meet th e burden of demonstra ting the usefulness of
any measure that excludes recurring items,  especially if the non-GAAP measure is
used to evaluate performance.
 2. Also, your proposed disclosure  indicates that you exclude  stock-based compensation
and the amortization of acquired intangibles because they are “non- cash in nature.”
Your disclosure appears to suggest that  you are using these no n-GAAP measures as
measures of both operating performance a nd liquidity.  If your non-GAAP measures
are intended to be measures of liquidity, it appears that the measures should be
reconciled to GAAP cash flow from operations .  Please clarify and explain to us why
the measure is reconciled to GAAP operating loss if your intention is to also present
this as a liquidity measure.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials on
EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing(s), you may
wish to provide us with marked copies of a ny amendment to expedite our review.  Please
furnish a cover letter that keys your response to our comments and provides any requested
information.  Detailed cover lette rs greatly facilitate our revi ew.  Please understand that we
may have additional comments after reviewi ng any amendment and your response to our
comments.

 You may contact Jason Nietha mer, Senior Staff Accountan t, at (202) 551-3855 or me
at (202) 551-3499 if you have any ques tions regarding the above comments.

      S i n c e r e l y ,
/s/ Kathleen Collins
       Kathleen Collins
Accounting Branch Chief

CORRESP
1
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    corresp.htm

Wireless Ronin Technologies, Inc.

5929 Baker Road, Suite 475

Minnetonka, MN 55345

 VIA EDGAR
September 2, 2009

Kathleen Collins

Accounting Branch Chief

Mail Stop 4561

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Wireless Ronin Technologies, Inc.

Form 10-K for Fiscal Year Ended December 31, 2008

Filed March 13, 2009

Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009

File No. 001-33169

Dear Ms. Collins:

We are responding to your letter dated August 24, 2009.  Our responses follow the comments included in your letter, which are presented in boldface type.  From a disclosure perspective, we intend to address your comments in future periodic reports in accordance with the responses set forth below.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Operating Activities, page 40

1.

We note your response to prior comment 2 and believe that the information provided in your response would be useful to an investors’ understanding of the makeup of your cash flows from operating activities.  In this regard, a thorough understanding of the reason for timing differences that result from receipt of payments
from customers or payments to vendors would provide investors more insight to the Company’s operations as seen through the eyes of management.  Please revise your disclosures accordingly.  Also, we note from your response to prior comments 1 and 2 that you intend to revise your disclosures in future filings.  Please ensure that you will make these revisions in your next Form 10-Q as the Staff notes these issues were not addressed in your most recent interim period filing.

Kathleen Collins

U.S. Securities and Exchange Commission

September 2, 2009

Page 2

Response:   The Company acknowledges the importance of providing investors with information that would facilitate insight into changes in the Company’s working capital accounts. However, timing differences to these
accounts, as mentioned in the Company’s previous response, were not the result of any material changes to the underlying business, nor to any specific, material transactions. The changes in these accounts were in the ordinary course of business and not unique to the Company, and therefore any additional disclosure would consist of citing individual, specific timing variations in payments received from the Company’s customers and made to its vendors.  Management believes this would not lend
substantive insight to investors’ understanding of the Company’s business.

The Company did disclose in its most recent interim period filing, its Form 10-Q for the period ended June 30, 2009, all material underlying drivers of changes in working capital accounts.  For example, the Company described the overall increase in its accrued liabilities in the operating
activities subsection within the liquidity and capital resource section of its Management, Discussion and Analysis (“MD&A”) as a result of having to accrue for employee severance expense for the first six months of 2009.  The Company will ensure any subsequent filings provide the disclosure prescribed in Section IV.B.1 of SEC Release 33-8350 as it relates to its MD&A regarding liquidity and capital resources.

Notes to Consolidated Financial Statements

Note 1. Nature of Operations and Summary of Significant Accounting Policies

Revenue Recognition, page F-7

2.

We note from your response to prior comment 3 that the Company’s SOP 81-1 contracts are all classified within “services and other” on the consolidated statements of operations as the “only deliverable is professional services.”  Please note that footnote 1 of SOP 81-1 does not permit the use of
contract accounting for service contracts.  In this regard, please tell us how you determined that the percentage-of completion method of accounting is applicable to your technology integration consulting services contracts.

Response:   Paragraph 13 of SOP 81-1 specifies the type of contracts covered by this statement to include “Contracts to design, develop, manufacture,
or modify complex aerospace or electronic equipment to a buyer’s specification or to provide services related to the performance of such contracts.”  In addition, since the Company is delivering software that requires significant production, modification, or customization, paragraphs 74 and 75 of SOP 97-2 permit the use of SOP 81-1.

The type of professional services to which the Company applies contract accounting involve design, development, production and modification of advanced interactive content or software development based on customer specifications outlined in a contract statement of work.  The contracts specifying the customer’s requirements
and the subsequent design, development, production and modification activities are substantially similar to those involved with development of technologically advanced equipment that is operated and controlled with sophisticated software like that developed by the Company.  Therefore, given the similarities of contracts and activities, the Company believes that applying contract accounting as prescribed in SOP 81-1 is appropriate for these types of contracts.

As a result, the Company concluded that the percentage-of completion method of accounting is applicable to its consulting service engagements described above.

Kathleen Collins

U.S. Securities and Exchange Commission

September 2, 2009

Page 3

3.

We note your response to our prior comment 4 where you provide the range of hourly rates charged for your various service offerings (i.e. content creation, software development).  We also note from your response that the billable rates are adjusted based on the size and scope of the project.  Please describe further
your methodology for establishing VSOE of fair value for such services.  In this regard, tell us the criteria considered in analyzing VSOE for such services (i.e. type of service, duration of contract, scope of contract, customer size, etc.)  Additionally, if you assessed VSOE based on bell-shaped-curve approach, please tell us the percentage of stand alone sales that fall within a narrow range of the median price for each criteria used in your analysis.

Response:   The Company has determined VSOE for hourly professional service rates based on a bell-shaped-curve for each of content creation and software development when these services are sold on a stand alone basis.  The
Company’s only criteria used for establishing VSOE is the type of service. There are a number of factors that affect the pricing of our services, such as type of services provided (content creation or software development), which define the role and expertise of those professionals necessary to complete the project. Content creation services rely primarily upon the skills of a different group of professionals than does software development, and the groups receive different rates of compensation.  In
addition, depending upon either the type of content required or the type of software to be developed, each may require higher or lower paid professionals within those specialties.  Rates of compensation to the professionals within each discipline and at levels within each discipline are fairly well-established.  Depending on the scope of the project, content creation service contracts typically cover a period of three months or less, while the Company has done software development work which
has spanned a four to six month period.

As a result of the differences in content creation and software development, we have established VSOE for each of these service types.  On a stand-alone basis, over 80% of the sales transactions for each service type fall within 15% of the median price.

Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009

Use of Non-GAAP Measures

4.

Please clarify your response to prior comment 7 where you indicate that “the items excluded for non-GAAP purposes are non-recurring in nature.”  In this regard, we note you exclude stock based compensation as well as depreciation and amortization, which would appear to be recurring expenses as a result of ongoing
business operations.  Further, provide in your response the proposed disclosures that you intend to include in future earnings releases.  In this regard, please ensure such disclosures include the following items as the information provided in your response did not adequately address the disclosures required by FAQ 8:

·

the economic substance behind management’s decision to use such a measure;

·

the material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure;

·

the manner in which management compensates for these limitations when using the non-GAAP financial measure; and

·

the substantive reasons why management believes the non-GAAP financial measure provides useful information to investors.

Kathleen Collins

U.S. Securities and Exchange Commission

September 2, 2009

Page 4

Response:   FAQ 8 allows for the removal of both recurring and non-recurring items from a non-GAAP financial measure so long as the Company can demonstrate the usefulness of such measures. Management’s reason for
excluding stock based compensation as well as depreciation and amortization for purposes of determining non-GAAP measures is due to these items being non-cash in nature.  Since the Company has yet to provide positive cash flow for any period reported since inception, management believes that excluding these items is helpful to investors in approximating the Company’s level of cash consumption on an ongoing basis without including the impact of changes to working capital accounts.  At
least until the Company is able to generate positive cash flow from operations, management proposes continuing to provide this information.

The following is the proposed disclosure the Company will incorporate into future Form 8-K filings of Results of Operations and Financial Condition:

Reconciliation of Non-GAAP disclosures: In response to the U.S. Securities and Exchange Commission's Final Rule, "Conditions for Use of Non-GAAP Financial Measures," included in these financials is a reconciliation of certain non-GAAP financial measures compared to U.S. GAAP measures.

Non-GAAP Adjusted Comparisons: In order to provide a supplemental comparison of current period results of operations to prior periods, we have adjusted for and summarized the nature of certain transactions or events. These adjustments relate to operating loss, net loss attributable
to Wireless Ronin Technologies, Inc. and basic and diluted loss per share attributable to its common shareholders. To calculate the adjusted comparisons, management has excluded stock compensation expense, depreciation and amortization expense, special charges relating to various restructuring initiatives and other non-recurring one-time charges.

Management believes that the adjusted comparisons provide a supplemental view of operations that excludes items that are unusual, infrequent, unrelated to the ongoing core operations, or involve special charges or non-cash items. In addition, management believes these non-GAAP measures provide useful information to investors through the summarization
of transactions impacting the current period results of operations that are not necessarily indicative of our future results, nor comparable with prior period results. Useful information provided to investors includes, but is not limited to, the Company’s generation and use of cash during any given period.  These non-GAAP adjusted comparison measures are provided as supplemental information and should not be used in lieu of the GAAP measures. There are limitations in the use of adjusted comparisons
due to the subjective nature of items excluded by management in calculating adjusted comparisons.

These supplemental comparisons are consistent with the manner in which management internally reviews results of operations and evaluates performance in that management reviews the results of operations on both a GAAP basis and using adjusted comparisons. Management does not use the adjusted comparisons in lieu of the comparable GAAP measures,
but rather uses the adjusted comparisons to supplement its review of operations.

We acknowledge that:

·

our 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

·

our company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you require any additional information or have any questions, please call me at (952) 564-3525.

 Sincerely,

 /s/ Darin P. McAreavey

 Darin P. McAreavey

 Vice President and Chief Financial Officer

cc:           James C. Granger

  President and Chief Executive Officer

Scott N. Ross, Esq.

  Vice President, General Counsel and Secretary

Brett D. Anderson, Esq.

Mail Stop 4561
via fax (952) 974-7887

         August 24, 2009  James C. Granger Chief Executive Officer Wireless Ronin Technologies, Inc. 5929 Baker Road, Suite 475 Minnetonka, MN 55345
Re:  Wireless Ronin Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008  Filed March 13, 2009  Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009  File No. 001-33169

Dear Mr. Granger:

We have reviewed your response letter da ted August 12, 2009 in connection with the
above-referenced filings and have the following comments.  If indicate d, we think you should
revise your document in response to these comme nts.  If you disagree, we will consider your
explanation as to why our comment is inapplicab le or a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  In some of our comments, we may ask you to
provide us with supplemental information so  we may better understand your disclosure.
After reviewing this information, we may raise additional comments.  Unless otherwise noted, where prior comments are referred to th ey refer to our letter dated July 29, 2009.

Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Liquidity and Capital Resources
 Operating Activities, page 40

1. We note your response to prior comment 2 a nd believe that the information provided
in your response would be useful to an investors’ understanding of the makeup of
your cash flows from operati ng activities.  In this rega rd, a thorough unde rstanding of
the reason for timing differences that result from receipt of paym ents from customers

James C. Granger
Wireless Ronin, Inc. August 24, 2009 Page 2
or payments to vendors would provide i nvestors more insight to the Company’s
operations as seen through the eyes of ma nagement.  Please revise your disclosures
accordingly.  Also, we note from your re sponse to prior comments 1 and 2 that you
intend to revise your disclosures in future  filings.  Please ensure that you will make
these revisions in your next Form 10-Q as  the Staff notes these issues were not
addressed in your most recent interim period filing.
 Notes to Consolidated Financial Statements

 Note 1. Nature of Operations and Su mmary of Significant Accounting Policies

 Revenue Recognition, page F-7

 2. We note from your response to prior co mment 3 that the Company’s SOP 81-1
contracts are all classified within “services  and other” on the cons olidated statements
of operations as the “only deliverable is pr ofessional services.”  Please note that
footnote 1 of SOP 81-1 does not permit the use of contract a ccounting for service
contracts.  In this regard , please tell us how you determ ined that the percentage-of
completion method of accounting is app licable to your technology integration
consulting services contracts.

3. We note your response to our prior comment  4 where you provide the range of hourly
rates charged for your various service o fferings (i.e. content creation, software
development). We also note from your res ponse that the billable rates are adjusted
based on the size and scope of the project . Please describe further your methodology
for establishing VSOE of fair value for such  services.  In this regard, tell us the
criteria considered in analyzing VSOE for su ch services (i.e. type of service, duration
of contract, scope of contract, customer size, etc.).  Additionally, if you assessed
VSOE based on a bell-shaped-curve approach, please tell us the percentage of stand
alone sales that fall within a narrow range of  the median price for each  criteria used
in your analysis.
 Forms 8-K Filed February 17, 2009, May 7, 2009 and August 6, 2009

 Use of Non-GAAP Measures

 4. Please clarify your response to prior comme nt 7 where you indicate that “the items
excluded for non-GAAP purposes ar e non-recurring in nature.”  In this regard, we
note you exclude stock based compensation as  well as depreciation and amortization,
which would appear to be recurring e xpenses as a result of ongoing business
operations.  Further, provide in your respons e the proposed disclosures that you intend
to include in future earnings releases.  In this regard, please ensure such disclosures
include the following items as the inform ation provided in your response did not
adequately address the disclo sures required by FAQ 8:

James C. Granger
Wireless Ronin, Inc. August 24, 2009 Page 3
• the economic substance behind management 's decision to use such a measure;
• the material limitations associated with use of the non-GAAP financial measure as
compared to the use of the most directly comparable GAAP financial measure;
• the manner in which management compensates for these limitations when using
the non-GAAP financial measure; and
• the substantive reasons why manageme nt believes the non-GAAP financial
measure provides useful in formation to investors.
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials on
EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing(s), you may
wish to provide us with marked copies of a ny amendment to expedite our review.  Please
furnish a cover letter that keys your response to our comments and provides any requested
information.  Detailed cover lette rs greatly facilitate our revi ew.  Please understand that we
may have additional comments after reviewi ng any amendment and your response to our
comments.

 You may contact Jason Nietha mer, Senior Staff Accountan t, at (202) 551-3855 or me
at (202) 551-3499 if you have any ques tions regarding the above comments.

      S i n c e r e l y ,
/s/ Kathleen Collins
       Kathleen Collins
Accounting Branch Chief

CORRESP
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    corresp.htm

    Wireless
Ronin Technologies, Inc.

    5929
Baker Road, Suite 475

    Minnetonka,
MN 55345

               VIA EDGAR

                 August 12,
      2009

    Kathleen
Collins

    Accounting
Branch Chief

    Mail Stop
4561

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

                Re:

                Wireless
      Ronin Technologies, Inc.

               Form
      10-K for Fiscal Year Ended December 31, 2008

               Forms
      8-K Filed February 17, 2009 and May 7, 2009

               File
      No. 001-33169

    Dear Ms.
Collins:

    We are
responding to your letter dated July 29, 2009.  Our responses follow
the comments included in your letter, which are presented in boldface
type.  From a disclosure perspective, we intend to address concerns
raised in your comments in future periodic reports in accordance with the
responses set forth below.

    Form 10-K for the Fiscal
Year Ended December 31, 2008

    Item
7.  Management’s Discussion and Analysis or Plan of
Operations

    Results of Operations, page
36

              1.

              In
      the discussion of your results of operations, you refer to various factors
      that have impacted revenue without quantifying the impact of each
      factor.  For example, you disclose that the increase in sales
      was the result of new customer relationships, the expansion of existing
      customer relationships and a full year of sales from your Canadian
      operations, offset by the loss of a large customer in 2007 but you give no
      indication as to the relative impact of each factor.  Please
      explain to us how you considered Section III.D of SEC Release No. 33-6835
      and Section III.B of SEC Release No. 33-8350.  Note that this
      comment also applies to your discussion on changes to cost of sales and
      various operating expenses.

    Response:   The
Company discloses factors that contribute to material changes in its results of
operations in order of their magnitude.    Although the
Company did not quantify the individual impact of each source, the accompanying
notes to the consolidated financial statements contained in the Company’s Annual
Report on Form 10-K (the “10-K”) for the year ended December 31, 2008, provide
additional disclosure which further helps to rank the relative importance and
impact of each factor cited.

    In future
filings, when identifying two or more sources as factors that contribute to a
material change in results of operations, the Company will continue to list the
sources in the relative order of importance and impact and will quantify
individual effects of multiple factors to the extent possible and
meaningful.

    Liquidity and Capital
Resources

    Operating Activities, page
40

              2.

              We
      note that your discussion of cash flows from operating activities is
      essentially a recitation of the reconciling items identified on the face
      of the statement of cash flows.  This does not appear to
      contribute substantively to an understanding of your cash
      flows.  Rather, it repeats items that are readily determinable
      from the financial statements.  When preparing the discussion
      and analysis of operating cash flows, you should address material changes
      in the underlying drivers that affect these cash flows.  These
      disclosures should also include a discussion of the underlying reasons for
      changes in working capital items that affect operating cash
      flows.  Please tell us how you considered the guidance in
      Section IV.B.1 of SEC Release
33-8350.

    Response:  The
Company did not provide explanations of the underlying drivers that affect cash
flow as the fluctuations in our working capital accounts from period to period
were considered either mere timing differences (i.e. receipt of payments from
customers or payments to our vendors) or the result of an overall increase in
revenue and expenses for the period.  The Company determined that none
of the changes to its working capital accounts for the period presented was the
result of a material change in the underlying drivers and, therefore, they were
not necessary to disclose as prescribed in Section IV.B.1 of SEC Release
33-8350.

    In the
future filings, when discussing changes in working capital accounts within the
operating activities of its cash flow, the Company will include discussions of
any material underlying drivers.

    Kathleen
Collins

      U.S.
Securities and Exchange Commission

      August
12, 2009

      Page
2

    Consolidated Statements of
Operations, page F-4

              3.

              Your
      disclosures indicate that for certain arrangements, the Company recognizes
      revenue pursuant to SOP 81-1.  Tell us the amount of revenues
      recognized using contract accounting for each period
      presented.  Also, tell us where you classify these revenues and
      related costs in your Consolidated Statements of Operations.  If
      you classify these revenues and related costs as a single line item (i.e.
      within “Services and other”) or allocate between products and services,
      please explain your basis of presentation or allocation methodology, why
      you believe such presentation is reasonable and confirm to us that this
      presentation has been consistently applied.  Assuming that your
      presentation of revenues and cost of revenues is considered reasonable for
      purposes of complying with Rule 5-03(b)(1) and (2) of Regulation S-X,
      please ensure that your MD&A, Critical Accounting Policies and
      Estimates and footnote disclosures include a discussion of your basis of
      presentation or allocation methodology and discuss the reasons for such
      presentation or allocation.

    Response:  Revenue
recognized using contract accounting for the years ended December 31, 2008, 2007
and 2006, totaled $2,827,000, $1,349,000 and $0, respectively.  The
Company classified the revenue and associated cost on the “Services and Other”
line within the “Sales” and “Cost of Sales” sections of the Consolidated
Statement of Operations on page F-4 of the 10-K.  In all cases where
the Company applied the contract method of accounting, the Company’s only
deliverable was professional services, thus, the Company believes presenting the
revenue on a single line is appropriate.  The Company’s presentation
of revenue recognized on a contract completion basis has been consistently
applied for all periods presented.

    The
Company will ensure future filings include a discussion regarding the basis of
presentation or allocation methodology and the reasons for such presentation or
allocation within the MD&A, Critical Accounting Policies and Estimates and
footnote disclosures in accordance with Rule 5-03(b)(1) and (2) of Regulation
S-X.

    Notes to Consolidated
Financial Statements

    Note 1.  Nature of
Operations and Summary of Significant Accounting Policies

    Revenue Recognition, page
F-7

              4.

              We
      note that you derive revenue from multiple element arrangements that
      include a combination of software products, system hardware, maintenance
      and support, or installation and training services in accordance with SOP
      97-2.  Please describe your methodology for establishing
      vendor-specific objective evidence (“VSOE”) of fair value for each of your
      elements, the accounting literature you considered, and how you considered
      disclosing your policy in your revenue recognition footnote.  If
      VSOE is based on stated renewal rates then please tell us how you
      determined the renewal rates are substantive.  In this regard,
      please provide the range of renewal rates and tell us what percentage of
      your customers actually renew at such rates.  Alternatively, if
      VSOE is based on stand-alone sales, then provide the volume and range of
      stand alone sales used to establish VSOE.  Also, please describe
      the various factors that affect your VSOE analysis including customer type
      and other pricing factors (e.g., geographic region, purchase volume,
      competitive pricing, perpetual versus term license,
  etc.).

    Response:   The
Company has established VSOE of fair value for each of its products and services
as a result of the sale of each of these elements on a stand-alone
basis.  The Company has an established history of selling individual
monitors and media players. In addition, the Company routinely sells various
service offerings individually, including installation, content creation and
other professional services.  The Company’s fair value of software and
licenses is based on normal pricing and discounts for the product when sold
separately.  The fair value for purposes of determining VSOE for
maintenance and support services is based upon the renewal rate the Company
charges for post-contract support agreements.   The Company
considered EITF 00-21 “Application Guidance” for purposes of determining the
basis of establishing individual VSOE for each element.   The
Company disclosed how VSOE of each element was determined and the applicable
accounting literature used as a basis for this determination in Note 1 to
Consolidated Financial Statements on page F-8 of the 10-K.

    In the
case of establishing VSOE for the Company’s software maintenance or
post-contract support agreements, the Company applies the renewal rate which has
historically been 20% of the software sales price.  Of the customers
who renew their maintenance in the subsequent years, the Company
has consistently charged all them at this rate, which supports the
fair value and establishment of VSOE for the offer.

    For those
offerings on which VSOE is established on a stand-alone basis, the Company has
substantiated VSOE through the stand-alone sale of hardware, which is comprised
of screens or monitors and a media player.  The sale price of monitors
can range from $1,500 to over $5,000 depending on the size and
type.  Of the Company’s monitor sales, 90% are 42 inch screens at a
sales price of approximately $1,500.  The sale price of a media player
is approximately $1,000.  The volume generated in fiscal year 2008 for
screens and media players was approximately 1,000 units each.

    The other
items sold on a stand-alone basis are our services. The Company charges from $80
to $150 per hour, depending on the type of services provided.  The
volume of total hours worked during the fiscal year 2008 was approximately
25,000.  The billable rate is adjusted depending on the size and scope
of the project. For instance, the Company usually provides a discount from its
published billing rates for a larger project.  Also, the rate depends
on the type of service offering. The hourly billing rate for content creation is
typically significantly less ($80 to $100) than the rate charged for software
development ($115 to $150).

      Kathleen
Collins

      U.S.
Securities and Exchange Commission

      August
12, 2009

      Page
3

              5.

              We
      note in your disclosure that you defer revenue under the residual method
      for undelivered maintenance and support fees included in the price of
      software.  Reconcile this statement with your disclosure that
      “each element of [your] multiple element arrangements qualifies for
      separate accounting with the exception of undelivered maintenance and
      service fees.”  In this regard, explain how you utilize the
      residual method for elements that do not qualify for separate
      accounting.

    Response:  The
Company provides each of its customers a one-year software warranty, which
includes technical support and rights to future upgrades/updates to our
software. As a result, the Company applies the residual method of accounting
whereby it defers 20% of the software sales price.  The deferred
portion is recorded as “Deferred Revenue” and amortized over the one year period
as “Services” revenue over the period provided.   The Company’s
reference to “Undelivered maintenance and service fees” was unintentionally
mislabeled as it should have referenced “Undelivered maintenance and support
fees.”    Given that the second sentence in the last
paragraph in Note 1 under the section “The Company recognizes revenue primarily
from these sources:” on page F-8 of the 10-K references “Support fees,” which
follows the reference to “Service fees,” we would not look to amend our 10-K,
but rather address this in our subsequent
filings.   All other elements, other than maintenance and support
fees, qualify for separate accounting and do not utilize the residual method of
accounting.

              6.

              We
      note that the Company records revenue from your SOP 81-1 contracts based
      on the percentage of services provided during the reporting period to
      total estimated services to be provided over the duration of the
      contract.  Please explain further what you mean by “services
      provided.”  In this regard, clarify whether you recognize
      revenue using input measures or output measures and tell us what specific
      measures are used to determine “services provided” (i.e. labor hours,
      service milestones, etc.).  Also, please consider revising your
      disclosures to more clearly describe how you measure progress to
      completion for the Company’s SOP 81-1
contracts.

    Response:  The
Company enters into contracts which provide technology integration consulting
services, which designs/resigns, builds and implements new or enhanced system
applications and related processes for clients.  The Company’s
reference to “services provided” in Note 1 on page F-9 of the 10-K under the
paragraph “Software design and development services” refers to the effort
expended by the Company in the form of labor hours as outlined in the contract
(input measures).  A typical contract will outline the services to be
performed and an estimate of the number of hours to complete a particular
project as part of a proposal or statement of work. If a project is not
milestone based, the Company will make a determination of the revenue to be
recognized based on the total hours worked during a reporting period as a
percentage of the total estimated hours for the entire project.

    The
Company has also entered into other contracts which outline specific milestones
as part of a statement of work.  These milestones usually involve the
delivery of a particular phase of the project and customer
acceptance.  The Company will defer revenue until each milestone has
been delivered and the customer evidences acceptance by signing a customer
certificate which signifies the completion of the milestone.

    The
Company plans to revise its disclosure in future filings to more clearly
describe how our Company measures its progress for completion of SOP 81-1
contracts.  An example would be as follows:  The Company
measures its progress for completion in accordance with SOP 81-1 based on either
the hours worked as a percentage of the total number of hours of the project or
by delivery and customer acceptance of specific milestones as outlined per the
terms of the agreement with the customer.

    Use of Non-GAAP
Measures

              7.

              We
      note your use of non-GAAP measures in the Form 8-Ks filed February 17,
      2009 and May 7, 2009 that exclude a number of items that appear to be
      recurring in nature.  Please revise to include the following
      disclosures pursuant to Question 8 of Frequently Asked Questions Regarding
      the Use of Non-GAAP Financial
Measures:

              ·

              the
      economic substance behind management’s decision to use such a
      measure;

Mail Stop 4561         July 29, 2009  James C. Granger Chief Executive Officer Wireless Ronin Technologies, Inc. 5929 Baker Road, Suite 475 Minnetonka, MN 55345
Re: Wireless Ronin Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Forms 8-K Filed February 17, 2009 and May 7, 2009
 File No. 001-33169

Dear Mr. Granger:
We have reviewed the above-referenced f ilings and have the following comments.
Please note that we have limited our review to only your financial statements and related
disclosures and do not intend to expand our revi ew to other portions of your document.
If indicated, we think you should revise your  document in response to these comments.
If you disagree, we will consider your explana tion as to why our comment is inapplicable
or a revision is unnecessary.  Please be as de tailed as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 7.  Management’s Discussion a nd Analysis or Plan of Operations

 Results of Operations, page 36

 1. In the discussion of your results of opera tions, you refer to various factors that
have impacted revenue without quantif ying the impact of each factor.  For

James C. Granger
Wireless Ronin Technologies, Inc. July 29, 2009 Page 2
example, you disclose that the increase in  sales was the result of new customer
relationships, the expansion of existing customer relati onships and a full year of
sales from your Canadian operations, offs et by the loss of a large customer in
2007 but you give no indication as to the re lative impact of each factor.  Please
explain to us how you considered Sec tion III.D of SEC Release No. 33-6835 and
Section III.B of SEC Release No. 33-8350.  No te that this comment also applies
to your discussion on changes to cost of sales and various operating expenses.
 Liquidity and Capital Resources

 Operating Activities, page 40

 2. We note that your discussion of cash flows from operating activi ties is essentially
a recitation of the r econciling items identified on th e face of the statement of cash
flows.  This does not appear to contri bute substantively to an understanding of
your cash flows. Rather, it repeats items th at are readily determinable from the
financial statements.  When preparing the discussion and analysis of operating
cash flows, you should address material changes in the underlying drivers that
affect these cash flows. These disclosures should also include a discussion of the
underlying reasons for changes in working cap ital items that affect operating cash
flows.  Please tell us how you considered  the guidance in Section IV.B.1 of SEC
Release 33-8350.
 Consolidated Statements of Operations, page F-4

 3. Your disclosures indicate that for ce rtain arrangements, the Company recognize
revenue pursuant to SOP 81-1. Tell us th e amount of revenues recognized using
contract accounting for each period presen ted.  Also, tell us  where you classify
these revenues and related costs in your Consolidated Statements of Operations.
If you classify these revenues and related costs as a single line item (i.e. within
“Services and other”) or a llocate between products and services, please explain
your basis of presentation or allo cation methodology, why you believe such
presentation is reasonable and confirm to  us that this presentation has been
consistently applied.  Assuming that your  presentation of revenues and cost of
revenues is considered reasonable for purpos es of complying with Rule 5-03(b)(1)
and (2) of Regulation S-X, please ensure  that your MD&A, Critical Accounting
Policies and Estimates and footnote disclo sures include a discussion of your basis
of presentation or allocation methodol ogy and discuss the reasons for such
presentation or allocation.

James C. Granger
Wireless Ronin Technologies, Inc. July 29, 2009 Page 3  Notes to Consolidated Financial Statements

 Note 1. Nature of Operations and Su mmary of Significant Accounting Policies

 Revenue Recognition, page F-7

 4. We note that you derive revenue from mu ltiple element arrangements that include
a combination of software products, system hardware, maintenance and support, or installation and training services in  accordance with SOP 97-2.  Please describe
your methodology for establishing vendor-s pecific objective evidence (“VSOE”)
of fair value for each of your elements , the accounting literature you considered,
and how you considered disclosing your policy in your revenue recognition footnote.  If VSOE is based on stated renewal rates then please tell us how you
determined the renewal rates are substantiv e.  In this regard, please provide the
range of renewal rates and tell us what  percentage of your customers actually
renew at such rates.  Alte rnatively, if VSOE is based on stand-alone sales, then
provide the volume and range of stand alone sales used to establish VSOE.  Also,
please describe the various factors that affect your VSOE analysis including customer type and other pricing f actors (e.g., geographic region, purchase
volume, competitive pricing, perpetua l versus term license, etc.).

5. We note your disclosure that you defer revenue under the residual method for
undelivered maintenance and support fees included in the price of software.
Reconcile this statement with your di sclosure that “each element of [your]
multiple element arrangements qualifies  for separate accounting with the
exception of undelivered maintenance and serv ice fees.”  In this regard, explain
how you utilize the residual method for elem ents that do not qualify for separate
accounting.
 6. We note that the Company records reve nue from your SOP 81-1 contracts based
on the percentage of services provid ed during the reporting period to total
estimated services to be provided over the duration of the contract.  Please explain
further what you mean by “services provided.”   In this regard, clarify whether you
recognize revenue using input measures or  output measures and tell us what
specific measures are used to determin e “services provided”  (i.e. labor hours,
service milestones, etc.).  Also, please c onsider revising your disclosures to more
clearly describe how you measure progre ss to completion for the Company’s SOP
81-1 contracts.
 Use of Non-GAAP Measures

 7. We note your use of non-GAAP measures in  the Form 8-Ks filed February 17,
2009 and May 7, 2009 that exclude a number of items that appear to be recurring in nature.  Please revise to include th e following disclosures pursuant to Question

James C. Granger
Wireless Ronin Technologies, Inc. July 29, 2009 Page 4
8 of Frequently Asked Questions Rega rding the Use of Non-GAAP Financial
Measures:

• the economic substance behind management 's decision to use such a measure;
• the material limitations associated with use of the non-GAAP financial
measure as compared to the use of the most directly comparable GAAP
financial measure;
• the manner in which management compensates for these limitations when
using the non-GAAP financial measure; and
• the substantive
 reasons why management be lieves the non-GAAP financial
measure provides useful in formation to investors.
 In this regard, we believe you should furt her enhance your disclosures to comply
with Item 10(e)(1)(i)(C) a nd (D) of Regulation S-K and Question 8 of the related
FAQ to demonstrate the usefulness of your non-GAAP financial measures, which
appear to exclude certain items that coul d be considered non-recurring in nature,
especially since these measur es appear to be used to evaluate performance.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with ma rked copies of any amendment to expedite
our review.  Please furnish a cover letter that  keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
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

James C. Granger
Wireless Ronin Technologies, Inc. July 29, 2009 Page 5

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Jason Nietha mer, Senior Staff Account ant, at (202) 551-3855 or
me at (202) 551-3499 if you have any questi ons regarding the above comments.
        S i n c e r e l y ,         /s/ Kathleen Collins        Kathleen Collins
Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

Wireless Ronin Technologies, Inc.

14700 Martin Drive

Eden Prairie, Minnesota 55344

November 24, 2006

Via EDGAR and Facsimile 202-772-9368

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Carmen Moncada-Terry

    Division of Corporation Finance

    Re:

    Wireless Ronin Technologies, Inc.

    Registration Statement on Form SB-2

    File No. 333-136972

Ladies and Gentlemen:

     Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended (the “Securities Act”), Wireless Ronin Technologies, Inc. (the “Company”) hereby requests
that the effectiveness of the above-referenced Registration Statement on Form SB-2 (the
“Registration Statement”) be accelerated to November 27, 2006, at 11:00 a.m. (Eastern Standard
Time), or as soon thereafter as practicable.

     The Company is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as related to the proposed public offering of the securities
specified in the Registration Statement. The Company hereby acknowledges that (1) should the U.S.
Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the above-referenced filing effective, it does not foreclose the Commission from
taking any action with respect to the filing; (2) 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 (3)
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.

    Very truly yours,

    Wireless Ronin Technologies, Inc.

    By

    /s/ John A. Witham

    John A. Witham

    Chief Financial Officer

CORRESP
1
filename1.htm

corresp

FELTL AND COMPANY

225 SOUTH SIXTH STREET

SUITE 4200

MINNEAPOLIS, MN 55402

November 24, 2006

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

    Attn:

    Ms. Carmen Moncada-Terry

    Division of Corporation Finance

WIRELESS RONIN TECHNOLOGIES, INC.

Registration Statement on Form SB-2 (File No. 333-136972)

Dear Ms. Moncada-Terry:

     Pursuant to Rule 461,
 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), on behalf of the Representatives of the underwriters of the proposed public
offering of Common Stock that is the subject matter of the above-captioned Registration Statement,
we hereby join in the request of the issuer that the effective date of the Registration Statement
be accelerated so that such Registration Statement will become effective on November 27, 2006 at
11:00 a.m., Eastern Standard Time, or as soon thereafter as practicable.

     In accordance with Rule 460 and Rule 418(a)(7) of the General Rules and Regulations under the
Securities Act, we advise you that the preliminary prospectus dated October 30, 2006 was
distributed commencing October 30, 2006 and through the date of this letter as follows:

    Distributee:

    Number of Copies:

    Potential Members of the
Underwriting Group

    138

    Dealers

    210

    Institutions

    54

    Statistical & Publicity

    0

    Individuals

    1743

    Issuer (the Company)

    10

    Remain on hand

    3845

     We have taken reasonable steps to make the information contained in the Registration Statement
conveniently available to dealers who will participate in the distribution of the securities
registered thereunder.

     The undersigned also confirms that we and any participating dealers have complied and will
continue to comply with Rule 15c2-8 of the General Rules and Regulations of the Securities Exchange
Act of 1934, as amended, in connection with the above-captioned public offering.

     The underwriting arrangements
 have been described to the National Association of Securities
Dealers, Inc. (the “NASD”) and the NASD has advised us in a letter dated November 20, 2006 that
they have no objection to the underwriters’ compensation and other underwriting arrangements.

     If you have questions or comments regarding this request, please call William M. Mower
(612-672-8358) or Alan M. Gilbert (612-272-8381) at Maslon Edelman Borman & Brand, LLP.

    Very truly yours,

    Feltl and Company, Inc.

    By

    /s/ John C. Feltl

    John C. Feltl

    cc:

    H. Roger Schwall

    Assistant Director

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      November 1, 2006

Via U.S. Mail

Mr. Jeffrey C. Mack
President and Chief Executive Officer
Wireless Ronin Technologies, Inc.
14700 Martin Drive
Eden Prairie, Minnesota 55344

      Re:	Wireless Ronin Technologies, Inc.
		Registration Statement on Form SB-2/A-1
      Filed October 12, 2006
		File No. 333-136972

Dear Mr. Mack:

      We have reviewed your response letter dated October 11,
2006,
and the amended filing, and we have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form SB-2/A-1 filed October 12, 2006

1. You indicate that you have submitted a request for confidential
treatment.  We have not received the request yet.  Once we receive
the
request, we will review it
and may issue comments.  Depending on the nature of the comments,
you
may be required to revise the related disclosure in the prospectus
and
to refile the exhibit with changes to which portions remain
unredacted.  We will not be in a position to consider a request
for
accelerated effectiveness of the Form SB-2 until all outstanding
issues, including any relating to the request for confidential
treatment, have been resolved.

Our Customers, page 35

2. We note your response to prior comment 8.  Revise to indicate
the
percentage of sales attributable to each customer or, if in the
aggregate these customers account for less than 10% of total
sales, so
indicate.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations,
page 21

Liquidity, page 27

Cost of Sales, page 28

3. Your response to prior comment 21 does not adequately address
the
comment.  Please specify what the cost of sales was for the period
ended December 31, 2005, and compare it against the cost of sales
for
the prior period.  If a change in the cost of sales is attributed
to
more than one factor, please disclose the factors and quantify
each
factor.

4. In response to comment 22 in our letter dated September 28,
2006
you revised the costs of sales discussion to explain that software
costs have not been included in cost of sales since your current
costs
relate to continued development and updates.  We note from your
discussion of critical accounting policies on page 23 that a
portion
of your revenue is recognized from content development services.
As
such, tell us why you believe it is not appropriate to match the
costs
associated with content development with its related revenues.

Operating Expenses, page 28

5. In your response to comment 23 in our letter dated September
28,
2006 you explain that depreciation expense is classified in
general
and administrative expenses.  SAB Topic 11.B provides disclosure
guidance when depreciation is not included as a component of cost
of
sales.  Please revise your disclosure to comply with this
guidance.
Also note that SAB Topic 11.B precludes a company from reporting a
measure of income before depreciation (gross profit).

Business, page 31

6. We note your response to prior comment 26 and reissue the
comment
in part.  Please file as exhibits the contracts with the suppliers
you
have identified.

Intellectual Property, page 41

7. We note your disclosure on page F-19 at Note C where you
indicate
that you purchased software licenses from an unrelated party.
Please
disclose the term of the licenses and discuss their importance to
and
the effect on your business.

Management, page 43

Executive Compensation, page 46

8. In your response to comment 33 in our letter dated September
28,
2006 you explain that the warrant was inadvertently not issued
until
January 2005.  Please tell us whether or not Mr. Ebbert had the
legal
authority to exercise the warrants prior to January 2005.  If not,
it
would seem the measurement date would be the date the warrants
were
issued, and the recognition and measurement provisions of APB No.
25
would need to be applied at that time.

In addition, please tell us why you have included the warrant
granted
to Mr. Ebbert in 2003 in a table that presents warrants granted to
executive officers during the fiscal year ended December 31, 2005

Certain Relationships and Related Party Transactions, page 50

Other Financing Agreements, page 52

9. In response to comment 42 in our letter dated September 28,
2006
you revised the disclosures to refer readers to where they may
find
additional discussion related to your factoring agreement.
However,
the reference provided refers readers to a discussion of stock
based
compensation, rather than to the discussion of the agreements
provided
in Note G.  Please revise your disclosures accordingly.

Description of Capital Stock, page 58

Warrants, page 60

10. We note your response to comment 36 in our letter dated
September
28, 2006 in which you explain that the $56.25 exercise price
reflects
adjustments for reverse stock splits on the original exercise
price of
the warrants.  However, it does not appear that you have revised
the
document to discuss these warrants, nor do the warrants appear to
be
presented in the tables of outstanding warrants in Notes M and N
of
the financial statements.  Please revise your disclosures
accordingly,
or explain to us in further detail why no revision is necessary.

Financial Statements, page F-1

Statements of Cash Flows, page F-9

11. In your response to comment 39 in our letter dated September
28,
2006 you explain that transactions included in the line item
"Issuance
of warrants for short-term borrowings - related parties" are
related
to warrants issued to related parties that were expensed at the
time
of issuance.  Please revise the title to more appropriately
reflect
the underlying transactions included within that line item.

Note F - Bank Lines of Credit and Notes Payable, page F-21

Short-Term Note Payable - Shareholder, page F-21

12. Your response to comment 46 in our letter dated September 28,
2006
you explain that you provided additional disclosure in the notes
to
reflect your reasoning for not recording the debt inducement
expense
until the completion of your initial public offering.  However, we
were unable to locate any such discussion.  Please revise your
disclosures to include a brief discussion of why the costs will
not be
recorded until completion of your initial public offering.  Please
also tell us how you intend to record the debt inducement costs in
your financial statements.

Bridge Notes Payable, page F-22

13. As requested in comment 47 in our letter dated September 28,
2006,
please revise your disclosure to explain why you will record
additional amounts related to the beneficial conversion feature if
and
when your initial public offering is completed.

Note G - Short Term Notes Payable - Related Parties, page F-22

14. As requested in comment 50 in our letter dated September 28,
2006,
please provide us your analysis of EITF 96-19 as it applies to all
notes whose terms were modified during the periods presented.
Please
include any applicable discussion to assist in understanding the
analysis provided.

Note J - Long Term Notes Payable, page F-25

15. In response to comment 49 in our letter dated September 28,
2006
you revised the disclosure to explain that the stock price of
$1.80
was based on an internal valuation of your share price in the
absence
of stock transactions.  Please tell us on what dates these shares,
and
those discussed on page F-29, were issued to the parties.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      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 all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
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.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Mark Wojciechowski at (202) 551-3759 or
Jenifer
Gallagher, Accounting Branch Chief, at (202) 551-3706 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Carmen Moncada-Terry at (202) 551-3687
or, in
her absence, the undersigned, at (202) 551-3740 with any other
questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	J. Gallagher
	J. Wojciechowski
      C. Moncada-Terry

	VIA FACSIMILE
	Avron L. Gordon
      Briggs and Morgan, P.A.
      612-977-8650
Mr. Jeffrey C. Mack
Wireless Ronin Technologies, Inc.
November 1, 2006
Page 6

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      September 28, 2006

Via U.S. Mail

Mr. Jeffrey C. Mack
President and Chief Executive Officer
Wireless Ronin Technologies, Inc.
14700 Martin Drive
Eden Prairie, Minnesota 55344

      Re:	Wireless Ronin Technologies, Inc.
		Registration Statement on Form SB-2
      Filed August 29, 2006
		File No. 333-136972

Dear Mr. Mack:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

General

1. To minimize the likelihood that we will reissue comments,
please
make corresponding changes where applicable throughout your
document(s).

2. Prior to printing and distribution of the preliminary
prospectus,
please provide us with copies of all artwork and any graphics you
wish to include in the prospectus.  Also provide accompanying
captions, if any.  We may have comments after reviewing these
materials.

3. Please file all omitted exhibits and all material contracts,
including the Agreement with Marshall Special Assets Group, Inc.
Note that we will need additional time to review the exhibits once
they are filed.  We may have further comments.

4. Please avoid duplicative disclosure throughout the filing.  In
this regard, we note your disclosure under "Business Strategy" on
pages 1 and 30.  Please revise.

Cover Page

5. Please revise to condense into one statement the two statements
referring to the underwriter`s option to purchase up to 675,000
additional shares.

Prospectus Summary

6. Provide balanced disclosure identifying the positive as well as
the negative aspects of your business or inhibit disclosure about
your strategic plans and competitive advantages.

7. To the extent practicable, simplify your discussion throughout
this section, avoiding terms with which the reader may not be
familiar or which may require lengthy definition.  In this regard,
it
is not clear exactly what your business does.  Please revise
accordingly.

8. We note that you have included a list of customers for your
products.  Please disclose the basis for including the customers
that
you have selected.  For example, you should indicate, if true,
that
they are your largest customers based on revenues.  In this
regard,
please note that the inclusion of customers based on their name
recognition is not appropriate.

Risk Factors, page 6

9. Avoid statements or clauses that may have the effect of
mitigating
the risks you present.  In this regard, we note that the
subheadings
and the text of your risk factors include clauses, such as "even
if,"
"while we," "if we are unable," "we cannot be sure," "we cannot
predict," "we cannot guarantee," "we cannot predict," and "we
cannot
assure."

10. Please revise the following subheadings to clearly describe
the
risks associated with the facts you describe.  Also note that it
is
not sufficient to merely state that your business, operations, or
revenues may be adversely affected.  Rather, discuss what the
adverse
effect may be:
* "While we anticipate that, based on our current expense levels,
the
net proceeds from this offering will be adequate to fund..." on
page
7;
* "We depend on third party manufacturers, suppliers and service
providers" on page 7;
* "Reductions in hardware costs could adversely affect our
revenues"
on page 8; and
* "If we are unable to successfully implement security measures
protecting our..." page 10.

11. We note your disclosure on page 44 indicating that your
articles
of incorporation provide that your "directors shall not be
personally
liable for monetary damages to" you or your shareholders for a
breach
of fiduciary duty.  Please discuss how such limitation on the
directors` liability may impact your directors` determinations
with
respect to your business and operations.

12. Please discuss how a default on your debt obligations might
impact your financial condition and business.  We note that you
recently defaulted on a debenture that was issued to Spirit Lake
Tribe.

Our future success depends on key personnel and our ability to
attract and retain additional personnel, page 8

13. Please identify those persons you refer to as "key personnel."

Use of Proceeds, page 16

14. Please comply with Item 504 of Regulation S-B and specify how
the
proceeds of the debt being paid with the proceeds of this offering
were used.  Also disclose how you intend to use any offering
proceeds
remaining after the payment of your debt.   It is not sufficient
to
state to that the proceeds were used or will be used for a general
purpose.

15. Please disclose the reasons for conducting this offering, as
required by Item 504 of Regulation S-B.  In this regard, we note
that
you have allocated a portion of the proceeds for the payment of
outstanding debt, but you do not have any specific plans for the
remaining proceeds.

Capitalization, page 17

16. In the capitalization table you present total common stock in
the
June 30, 2006 As Adjusted column as $8,743.  The item discussed in
the narrative as being presented within the As Adjusted column is
the
issuance of 8,333 shares of common stock in lieu of cash interest
payable to the Spirit Lake Tribe. Given the transaction described,
it
is unclear how the amount of common stock issued increased from
$8,460 in the June 30, 2006 Actual column, to $8,743 in the As
Adjusted column.  Please reconcile this difference within your
disclosures and include any corresponding discussion.

17. In addition, we note that the June 30, 2006 As Adjusted column
reflects the issuance of 12% convertible bridge notes.  Further,
we
note that you increased the current portion of the note payable
balance as of June 30, 2006 by $314,466 to reflect this
transaction.
Tell us how you would recalculate this adjustment amount utilizing
the information you have provided in the narrative discussion of
the
pro forma adjustments.  Please revise your discussion to provide
sufficient detail of the components of this adjustment amount.

Management`s Discussion and Analysis of Financial Condition...,
page
21
Critical Accounting Policies and Estimates, page 21

Accounting for Stock-Based Compensation, page 23

18. In the final paragraph of your discussion related to stock-
based
compensation, the last sentence appears to be incomplete.  Please
revise the disclosure to complete the sentence.

Results of Operations, page 25

19. We note your discussion provides limited insight into the
underlying reasons for variances and guidance on whether or not
the
historical results of operations and cash flows are indicative of
expected results.  The objective should be to provide information
about the quality and potential variability of earnings and cash
flow, so readers can ascertain the likelihood that past
performance
is indicative of future performance.  The discussion should also
focus on any known trends, events or uncertainties that have had
or
that are reasonably expected to have a material impact on your
liquidity or income from continuing operations.  Revise your
results
of operations discussion where appropriate.  Please refer to Item
303
of Regulation S-B and FRC Sections 501.12 and 501.13 for further
guidance.

Liquidity, page 26

20. Please disclose whether you have enough funds to meet your
cash
requirements for the next twelve months.

Cost of Sales, page 27

21. Please quantify each of the factors that contributed to the
decrease in the cost of sales.

22. You state that "...the cost of software incurred in the
current
period is presented in operating expenses."  Please disclose why
you
believe it is appropriate to include the costs of such items
within
operating expenses as compared to costs of sales.  As part of your
response, please address the requirements of Rule 5-03(b)(2) of
Regulation S-X which explains that a company should separately
state
the costs associated with the revenues presented on a
disaggregated
basis.

Operating Expenses, page 27

23. You explain that as a result of moving into new space you
incurred higher costs for depreciation.  Please tell us the amount
of
depreciation expense recorded in each of the line items for
operating
expenses and cost of sales for each period.

Liquidity and Capital Resources, page 27

24. We note your auditor`s report includes an explanatory
paragraph
indicating there is substantial doubt about your ability to
continue
as a going concern.  Please disclose specifically within MD&A that
there is substantial doubt about your ability to continue as a
going
concern.  Discuss the pertinent conditions and events that give
rise
to this assessment, the possible effects of such conditions and
events, and management`s plans to address such conditions and
events.
Please refer to Section 607.02 of the Financial Reporting
Codification for additional guidance.

Business, page 30

25. Please provide the disclosure required by Item 101(a) of
Regulation S-B.

26. We note the statement on page 7 that you "rely on third
parties
to manufacture and supply parts and components for [y]our products
and provide order fulfillment, installation, repair services and
technical and customer support."  Please identify the names of
your
principal suppliers, as required by Item 101(b)(5) of Regulation
S-B.
Also file as exhibit the contracts with such suppliers.

Industry Background, page 31

27. Please identify any sources you reference to support
assertions
about your business or operations.  Also confirm that such sources
are publicly available for a de minimis amount.

Our Customers, page 34

28. Please disclose whether any of the identified customers
account
for more than 10 percent of your revenues and, if so, specify the
percentage of revenues such customer accounts for.

Agreement with Marshall Special Assets Group, Inc., page 39

29. We note that you entered into this agreement in May 2004.
Please
disclose whether you have received any payments pursuant to this
agreement since October 2004.

Intellectual Property, page 40

30. Please disclose whether you have entered into any licensing
agreements and, if so, describe the material terms of such
agreements.

 Competition, page 40

31. If practicable, please disclose your competitive position
among
the identified competitors.

Management, page 42

32. Please disclose Mr. Thomas J. Moudry`s place of employment
between July 2003 and June 2005.

Management, page 42

Executive Compensation, page 45

33. Within the table of Option Grants in Last Fiscal Year, you
present a warrant granted to Mr. Ebbert to purchase 27,778 common
shares at an exercise price of $0.09 per share.  Please tell us if
you recognized any compensation expense in conjunction with the
granting of this warrant.  If not, please tell us the reasons why,
including any applicable accounting literature you used to support
your position.

34. We note that you awarded the named executive officers warrants
that are not included in the Summary Compensation Table.  Please
discuss the reasons for awarding the warrants.  If the warrants
were
awarded in compensation for services provided to you, tell us why
the
warrants were not included in the compensation table.

Certain Relationships and Related Party Transactions, page 49

35. Please disclose whether the factoring agreement entered into
with
Barry W. Butzow and Stephen E. Jacobs was on terms no less
favorable
than could have been obtained from an unaffiliated third party.

Description of Capital Stock, page 57

Warrants, page 59

36. You explain that your warrants are currently exercisable at
prices ranging from $0.09 to $56.25.  We are unable to locate a
discussion of warrants issued with an exercise price of $56.25.
This
price range is also inconsistent with the disclosures provided in
Notes M and N to your financial statements.  Please revise the
range
of exercise prices to the extent necessary, or include a
discussion
of the warrants issued with an exercise price of $56.25, and
correct
the tables presented in Notes M and N of the financial statements.

Underwriting, page 63

37. Please disclose the conditions that must be satisfied to
trigger
the underwriter`s obligation to purchase the securities.

38. Please explain the meaning of the term "non-accountable
expense."

Financial Statements, page F-1

Statements of Cash Flows, page F-9

39. We note that you present a line item within the reconciliation
of
net loss to net cash used in operating activities titled "Issuance
of
Warrants for Short-Term Borrowings - Related Parties."  Please
tell
us the nature of the transactions that are included within this
line
item, and why you believe they are appropriately presented as a
reconciling item in the statements of cash flows.,

General

40. We note you raised capital through the issuance of convertible
notes with shares of common stock and warrants to purchase common
stock.    We further note the shares of common stock and warrants
carry registration rights.  SFAS 133 and EITF 00-19 contain
guidance
regarding the classification and measurement of warrants as well
as
instruments with embedded and freestanding conversion features.
Please submit the analyses that you performed, considering this
guidance, in determining the appropriate accounting for the
warrants
you have issued and any embedded derivatives.  If you require
further
clarification, you may refer to Section II.B of Current Accounting
and Disclosure Issues, located on our website at the following
address:

http://www.sec.gov/divisions/corpfin/acctdis120105.pdf

Note A - Summary of Significant Accounting Policies, page F-11

2. Cash and Cash Equivalents, page F-12

41. You explain that you classify deposits and other liquid
investments with original maturities of six months or less as cash
equivalents.  The guidance provided in paragraph 8 of SFAS 95
explains that generally, only investments with original maturities
of
three months or less qualify as cash equivalents.  Please tell us
why
you believe your investments with original maturities of greater
than
three months qualify as cash equivalents.

3. Accounts Receivable, page F-12

42. We note from your disclosure on page 51 that you entered into
a
factoring agreement whereby you agreed to assign and sell certain
receivables to related parties.  Please expand your policy
discussion
to provide the applicable disclosures required by SFAS 140.  In
addition, within the discussion on page 51, refer the reader to
where
they may find more information regarding the accounting treatment
applied to the receivable sales.

Note B - Concentration of Credit Risk, page F-18

43. We note that you have combined the sales of your major
customers
and reported total percentages of sales amounts for the years
ended
December 31, 2005 and 2004 and the interim periods ended June 30,
2005 and 2006.  Please comply with paragraph 39 of SFAS 131 and
disclose the percentage of sales from each major customer.

Note C - Inventories, page F-18

44. We note your inventory balance as of December 31, 2004
includes
costs for software licenses