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                           June 23, 2023

       Tony Saldana
       General Counsel
       Digital Media Solutions, Inc.
       4800 140th Avenue N., Suite 101
       Clearwater, FL

                                                        Re: Digital Media
Solutions, Inc.
                                                            Registration
Statement on Form S-3
                                                            Response Submitted
June 2, 2023
                                                            File No. 333-271563

       Dear Tony Saldana:

              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.

       Registration Statement on Form S-3

       Response Submitted June 2, 2023, page 1

   1.                                                   We note your response
to the comment, including your representation that the
                                                        "shareholder approval
referenced in the Preliminary Information Statement and Definitive
                                                        Information Statement
relates solely to provisions in the Certificate of Designations
                                                        governing the Preferred
Stock and in the Warrants that prohibit the Selling Shareholders
                                                        from converting into or
exercising for a number of shares of Class A Common Stock in
                                                        excess of amounts
permitted under NYSE rules and regulations absent shareholder
                                                        approval." However, you
state in "Reasons for Approval of the Issuance" on page 4 of the
                                                        information statement,
which you refer to in your response, that "stockholders holding a
                                                        majority of the
outstanding voting power of the Company must approve the Issuance
                                                        because the number of
shares of Class A Common Stock issuable upon conversion of the
 Tony Saldana
Digital Media Solutions, Inc.
June 23, 2023
Page 2
       shares of Preferred Stock and exercise of Warrants issued pursuant to
the SPA would
       exceed" the thresholds under the NYSE rules; in this regard we note that
"Issuance"
       includes the issuance of the Preferred Stock and Warrants. In both
cases, the quoted
       language above appears to reference Rule 312.03 of the NYSE Listed
Company Manual,
       which requires "shareholder approval. . . prior to the issuance of
common stock, or of
       securities convertible into or exercisable for common stock, in any
transaction or series of
       related transactions if. . . the common stock has, or will upon
issuance, voting power equal
       to or in excess of 20 percent of the voting power outstanding before the
issuance of such
       stock or of securities convertible into or exercisable for common stock"
(emphasis added).
       It therefore appears that, per the NYSE rules you were required to, and
per the disclosure
       in your information statement you intended to, seek shareholder approval
of the issuance
       of the convertible securities. It further appears that the certificates
of designation require
       you to obtain the shareholder approval already required by the NYSE
rules.

       If you issued the securities in violation of the NYSE rules, please
advise us as to what
       actions you plan to take with respect to the Form S-3. If you do not
believe you issued the
       securities in violation of the NYSE rules, please provide us with a
thorough legal analysis
       of the basis of such belief.
        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.

       Please contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at
202-551-3222 with
any questions.



                                                              Sincerely,
FirstName LastNameTony Saldana
                                                              Division of
Corporation Finance
Comapany NameDigital Media Solutions, Inc.
                                                              Office of Trade &
Services
June 23, 2023 Page 2
cc:       Jeremy Moore
FirstName LastName