December 13, 2019

Jonathan Reich
Chief Financial Officer
Zedge, Inc.
22 Cortlandt Street (11th Floor)
New York, NY 10007

       Re: Zedge, Inc.
           Registration Statement on Form S-3
           Filed December 9, 2019
           File No. 333-235421

Dear Mr. Reich:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

      Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:    Dov T. Schwell