MARIN SOFTWARE INCORPORATED

123 Mission Street, 25^th Floor

San Francisco, California 94105

(415) 399-2580

April 10, 2015

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Barbara C. Jacobs, Assistant Director
	Ivan Griswold, Attorney-Advisor
	Matthew Crispino, Staff Attorney
Re:	Marin Software Incorporated Registration Statement on Form S-3
	(File No. 333-202240), originally filed February 23, 2015, as amended

Via EDGAR - Acceleration Request

Requested Date:	April 14, 2015
Requested Time:	4:00 p.m. EST

Ladies and Gentlemen:

Marin Software Incorporated (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-captioned Registration Statement on Form S-3 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Jeffrey R. Vetter or Michael A. Brown, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant hereby acknowledges that:

• should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Vetter at (650) 335-7631, or in his absence, Mr. Brown at (415) 875-2432.

Sincerely,
MARIN SOFTWARE INCORPORATED
By:	/s/ Stephen E. Kim
	Stephen E. Kim
	General Counsel

cc: Jeffrey R. Vetter, Esq.

Michael A. Brown, Esq.

Fenwick & West LLP