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


     DIVISION OF
CORPORATION FINANCE


                                                                        April
1, 2019
  Barry M.V. Williams
  Chairman of the Board
  Amber Road, Inc.
  One Meadowlands Plaza
  East Rutherford, NJ 07073

          Re:     Amber Road, Inc.
                  PREC14A preliminary proxy statement filing made on Schedule
14A
                  Filed on March 25, 2019 by Amber Road, Inc.
                  File No. 001-36360

  Dear Mr. Williams,
          We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so that we may better
understand the disclosure.
           Please respond to this letter by amending the filing and/or by
providing the requested
  information. If you do not believe our comments apply to your facts and
circumstances, and/or do
  not believe an amendment is appropriate, please tell us why in a written
response.

          After reviewing any amendment to the filing and any information
provided in response to
  these comments, we may have additional comments.

  Schedule 14A

  What is the effect of abstentions and broker non-votes on voting, page 11

  1. In light of the Schedule 14A filed in opposition by Altai the day after
the above-captioned
     filing, please advise us of the legal basis upon which the registrant has
relied to conclude that
     brokers may be eligible to vote shares in the absence of instructions
timely transmitted by
     beneficial owners. Alternatively, please revise to remove the implication
that "broker non-
     votes" will still exist even if the solicitation is contested and
reconcile the disclosure in this
     section with that on page 3 that affirmatively indicates brokers cannot
vote on any proposals
     absent instructions from security holders. See Item 21(b) of Schedule 14A.

  Who will pay for the solicitation of proxies?, page 12

  2. Given the lone reference to the expected quantification of the proxy
solicitor's fee, advise us
     how the registrant has complied with Item 4(b) of Schedule 14A.
Alternatively revise this
     section to provide the information requested in the context of a contested
election of
     directors. Refer also to Instruction 1 to Item 4, which seeks disclosure
of all costs incidental
     to the solicitation above what the registrant normally expends.
 Barry M.V. Williams
Amber Road, Inc.
April 1, 2019
Page 2

Executive Compensation Tables, page 49

3. In footnote 1(b), the registrant discloses that the Stock Awards column for
2017 is only
   reflective of the target number of shares for each NEO's 2017 PSUs. Because
the registrant
   appears to have generated Adjusted EBITDA for 2018 that was more than twice
the
   anticipated target, advise us, with a view towards revised disclosure, if
the column titled
   "Total ($)" needs updating and/or further qualification given the known
registrant's known
   financial performance. Absent updating and/or qualification, please advise
us why
   stockholders would not be at risk of reasonably believing that the numbers
reflected in this
   column accurately represent each of the NEO's compensation in its entirety.

       We remind you that the registrant is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

        You may contact me at (202) 551-3266 with any questions.


                                                           Sincerely,

                                                           /s/ Nicholas P.
Panos

                                                           Nicholas P. Panos
                                                           Senior Special
Counsel
                                                           Office of Mergers &
Acquisitions
cc:    Ira L. Kotel, Esq.