April 15, 2019

Scott Absher
Chief Executive Officer
ShiftPixy, Inc.
1 Venture, Suite 150
Irvine, CA 92618

       Re: ShiftPixy, Inc.
           Form S-3 filed April 2, 2019
           File No. 333-230682

Dear Mr. Absher:

       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.

Form S-3 filed April 2, 2019

General

1.     We note that the number of shares being registered for resale exceeds
the number of your
       outstanding common shares held by non-affiliates. Given the size and
nature of the
       offering, including certain characteristics of the convertible notes, as
well as the relatively
       short period for which the selling stockholders have held the
securities, the transaction
       appears to be an indirect primary offering. If the offering is a primary
offering, you
       should refile on an appropriate form that the issuer is eligible to use
for a primary
       offering. In addition, you must fix the offering price of the securities
for the duration of
       the offering and identify the selling stockholders as underwriters on
the prospectus cover
       page. In the alternative, provide an analysis of why you believe this is
not an indirect
       primary offering, taking into consideration each of the factors
identified in Securities Act
       Forms Compliance and Disclosure Interpretations 214.02. Please also
address the
 Scott Absher
ShiftPixy, Inc.
April 15, 2019
Page 2
       conversion price adjustment under Section 7 of the Form of Senior
Convertible Note,
       which would reduce the conversion price in a number of circumstances,
including in the
       event subsequent offerings price below the conversion price.
2.     Please revise your disclosure to describe the potentially dilutive
nature of any conversion
       of the Senior Convertible Notes or exercise of warrants. Describe the
events that will
       trigger an adjustment to the conversion price and explain how the
conversion price will be
       adjusted.
        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.

       You may contact Kim McManus, Senior Attorney, at 202-551-3215 or Sonia
Barros,
Assistant Director, at 202-551-3655 with any questions.



                                                            Sincerely,

FirstName LastNameScott Absher                              Division of
Corporation Finance
                                                            Office of Real
Estate and
Comapany NameShiftPixy, Inc.
                                                            Commodities
April 15, 2019 Page 2
cc:       Lynne Bolduc
FirstName LastName