ASURE SOFTWARE INC — Regulatory Filings 2017

Mar 31, 2017

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Asure Software, Inc.

110 Wild Basin Road, Suite 100

Austin, Texas 78746

March 31, 2017

VIA EDGAR

U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

Re: Asure Software, Inc.

Registration Statement on Form S-3

File No. 333-216075

Ladies and Gentlemen :

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Asure Software, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on April 3, 2017, or as soon thereafter as possible.

If you have any questions, please call Jeffrey C. Robbins of Messerli & Kramer P.A. at (612) 672-3706. Thank you for your assistance.

Very truly yours,

ASURE SOFTWARE, INC.

By /s/ Patrick Goepel

Patrick Goepel, President and CEO