United States securities and exchange commission logo

                             August 5, 2021

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

                                                        Re: Udemy, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted July 12,
                                                            CIK No. 0001607939

       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

             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

       Draft Registration Statement on Form S-1 Submitted July 9, 2021

       Prospectus Summary
       Integrating our UB offering with employees' workflow, page 7

   1.                                                   We note your revised
disclosure in response to comment 3. Please revise to clarify what
                                                        you mean by "customers
  learning management systems and learning experience
                                                        platforms," and how you
intend to integrate with these workflows.
       Risk Factors
       Our platform relies on...., page 17

   2.                                                   We note your response
to comment 6. Please revise your disclosure to quantify the
                                                        number or proportion of
instructors who provide the bulk of instruction, as well as what
 Gregg Coccari
Udemy, Inc.
August 5, 2021
Page 2
      you mean by the "bulk" of instruction.

3.    Please expand on or clarify the manner in which instructors earn fees,
          whether an instructor is paid a flat fee per subscriber to each of
its courses, a
          percentage of overall payments made by subscribers to one or all of
its courses, or
          whether instructors agree to provide course content for a minimum
term; and
          whether and how different courses and/or instructors are priced

      In addition, please discuss the material terms of any refund policy
offered to content users.
4.    Please discuss any relevant agreements and policies between you and your
      regarding instructor content, such as agreements with instructors
regarding their
      infringement on the intellectual property rights of others (e.g., as a
result of using
      copyrighted text or video in a course), the division of responsibilities
and consequences
      between you and instructors of any such infringement, and whether and how
you ensure
      (ahead of time or after the fact) that such infringement does not occur.
Please also discuss
      any relevant agreements or policies regarding inappropriate course
       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

FirstName LastNameGregg Coccari
                                                            Division of
Corporation Finance
Comapany NameUdemy, Inc.
                                                            Office of Trade &
August 5, 2021 Page 2
cc:       Tony Jeffries
FirstName LastName