September 9, 2019

Richard S. Stoddart
Chief Executive Officer
Innerworkings Inc.
203 North LaSalle Street, Suite 1800
Chicago, Illinois 60601

       Re: Innerworkings Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed August 14, 2019
           File No. 000-52170

Dear Mr. Stoddart:

      We have reviewed your filing and have the following comment. In our
comment, we
may ask you to provide us with information so we may better understand your
disclosure.

       Please respond to our comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to our comment, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed on August 14, 2019

Proposal 3: Ratification of an Amendment to the Company's Bylaws, page 9

1.    We note that the forum selection provision in your proposed bylaws
includes an exclusive
      forum for certain litigation, including any "derivative action." Please
disclose whether
      this provision applies to actions arising under the Securities Act or
Exchange Act. In this
      regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
      over all suits brought to enforce any duty or liability created by the
Exchange Act or the
      rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
      jurisdiction for federal and state courts over all suits brought to
enforce any duty or
      liability created by the Securities Act or the rules and regulations
thereunder. If the
      provision applies to Securities Act claims, please revise your
disclosures to disclose this
      information and to state that there is uncertainty as to whether a court
would enforce such
      provision. Please also revise your disclosure to state that stockholders
will not be deemed
      to have waived the company's compliance with the federal securities laws
and the rules
      and regulations under it. In addition, please advise shareholders of the
risk associated
 Richard S. Stoddart
Innerworkings Inc.
September 9, 2019
Page 2
         with an exclusive form provision in your bylaws. Such risks may
include, but are not
         limited to, increased costs to bring a claim and that these bylaw
provisions can discourage
         claims or limit investors' ability to bring a claim in a judicial
forum that they find
         favorable. If this provision does not apply to actions arising under
the Securities Act or
         Exchange Act, please also ensure that the exclusive forum provision in
your proposed
         bylaws states this clearly, or tell us how you will inform investors
in future filings that the
         provision does not apply to any actions arising under the Securities
Act or Exchange Act.
        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.

       You may contact Scott Anderegg, Staff Attorney at 202 551-3342 or
Jennifer L pez,
Staff Attorney at 202 551-3792 with any questions.



FirstName LastNameRichard S. Stoddart                            Sincerely,
Comapany NameInnerworkings Inc.
                                                                 Division of
Corporation Finance
September 9, 2019 Page 2                                         Office of
Consumer Products
FirstName LastName