801 W. Adams Street, Suite 600
Chicago, IL 60607


March 31, 2015


VIA EDGAR AND EMAIL
Mark P. Shuman, Branch Chief - Legal
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4561


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

Dear Mr. Shuman:
 
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of Professional Diversity Network, Inc. (the “Company”), respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:30 PM Eastern Time on April 2, 2015, or as soon thereafter as is practicable.
 
The Company hereby acknowledges 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.
 

 
 
Very truly yours,
   
   
  /s/ James Kirsch
 
James Kirsch
 
Chief Executive Officer