GTY Technology Holdings Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
May 28, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Information Technologies and Services
100 F Street, NE
Washington, D.C. 20549
| Attention: | Mr. Matthew Crispino |
| Re: | GTY Technology Holdings Inc. |
Registration Statement on Form S-3, filed on Form S-1
Filed February 27, 2019, as amended
File No. 333-229926
Dear Mr. Crispino:
Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, GTY Technology Holdings Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on May 28, 2019, or as soon thereafter as practicable.
Please call Elliott M. Smith of Winston & Strawn LLP at (212) 294-6787 to provide notice of the effectiveness of the Registration Statement.
| Very truly yours, | ||
| GTY TECHNOLOGY HOLDINGS INC. | ||
| By: | /s/ Harry L. You | |
| Name: Harry L. You | ||
| Title: Chief Financial Officer | ||
| cc: | Elliott M. Smith, Winston & Strawn LLP |
