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."
 Will Logan
FirstName LastNameWill
Creative Realities, Inc. Logan
Comapany 23,
November   NameCreative
               2021      Realities, Inc.
November
Page 2    23, 2021 Page 2
FirstName LastName
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