United States securities and exchange commission logo

                              October 26, 2021

       Gregg Coccari
       Chief Executive Officer
       Udemy, Inc.
       600 Harrison Street, 3rd Floor
       San Francisco, California 94107

                                                        Re: Udemy, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 20,
                                                            File No. 333-260042

       Dear Mr. Coccari:

             We have reviewed your amended registration statement and have the
       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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-1

       Recent operating results (preliminary and unaudited), page 8

   1.                                                   Please revise this
section to include preliminary estimates for costs, expenses or similar
                                                        line items, as well as
accompanying narrative disclosure about trends in your costs,
                                                        expenses or similar
lines items, in order to balance and place in context your current
                                                        disclosure. To the
extent any preliminary estimates presented differ from historical trends,
                                                        provide an analysis of
the change in trends.
 Gregg Coccari
Udemy, Inc.LastNameGregg Coccari
October 26,NameUdemy,
            2021       Inc.
Page 2 26, 2021 Page 2
FirstName LastName
       You may contact Aamira Chaudhry at 202-551-3389 or Joel Parker at
202-551-3651 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacey Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222 with
any other


                                                          Division of
Corporation Finance
                                                          Office of Trade &
cc:      Tony Jeffries