United States securities and exchange commission logo





                             September 1, 2021

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

                                                        Re: Udemy, Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted August
13, 2021
                                                            File No. 377-04928

       Dear Mr. Coccari:

             We have reviewed your amended draft registration statement and
have the following
       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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted August 13, 2021

       Our platform relies on..., page 17

   1.                                                   We note your revised
disclosure in response to comment 2. Please expand to quantify the
                                                        number or proportion of
instructors who provided the majority of course enrollments on
                                                        your platform in the
first half of 2021.
       Our Solution, page 86

   2.                                                   Please revise here and
elsewhere as applicable to disclose your customer retention and
                                                        renewal rates.
 Gregg Coccari
FirstName
Udemy, Inc.LastNameGregg Coccari
Comapany 1,
September NameUdemy,
             2021       Inc.
September
Page 2    1, 2021 Page 2
FirstName LastName
Index to Consolidated Financial Statements, page F-1

3.       Please update your financial statements in accordance with Rule 3-12
of Regulation S-X.
General

4.       We note the revised disclosure in response to our prior comment 3
regarding whether
         instructors agree to provide course content for a minimum term. Expand
the first
         paragraph on page 62 to clarify whether the consumer learner can
access course content
         that an instructor later unpublishes if the consumer subscribes to a
consumer subscription
         offering rather than purchasing a course enrollment. In this regard,
we note the disclosure
         on page 17 that once an instructor unpublishes content or leaves the
Udemy platform
         altogether, you have a right to continue offering such content to new
learners on the
         consumer marketplace for 60 days afterwards and in your subscription
offerings for 12
         months afterward. In addition, expand the disclosure on page 62 to
address the terms that
         apply to Udemy Business customers when an instructor unpublishes a
course.
5.       We note your response to our prior comment 3 regarding whether and how
different
         courses and/or instructors are priced differently and reissue the
comment. Please clarify
         whether and/or how different courses and/or instructors are priced
differently.
6.       We note your revised disclosure in response to our prior comment 4.
Discuss the terms of
         the "policies and procedures intended to encourage respectful
bahavior," as well as the
         consequences of any non-compliance with such policies and procedures
(including, for
         example, the consequences and remediative actions related to
intellectual property
         infringement). In addition, describe the terms of your Terms of Use,
Instructor Terms, and
         Trust & Safety policies, the mechanisms and standards you use to
review the technical
         quality and appropriateness of courses, and whether these mechanisms
detect infringement
         of the intellectual property rights of others. Disclose how you
determine whether and
         which actions to take when policy violations occur. To the extent your
policies do not
         address all of these issues, please say so and discuss related risks
to the company and
         investors.
 Gregg Coccari
FirstName
Udemy, Inc.LastNameGregg Coccari
Comapany 1,
September NameUdemy,
             2021       Inc.
September
Page 3    1, 2021 Page 3
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
questions.



                                                          Sincerely,

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