August 13, 2024

Sanjay Datta
Chief Financial Officer
Upstart Holdings, Inc.
2950 S. Delaware Street
Suite 410
San Mate, California 94403

       Re: Upstart Holdings, Inc.
           Annual Report on Form 10-K for the Fiscal Year Ended December 31,
2023
           File Number 001-39797
Dear Sanjay Datta:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023
Our AI Lending Models, page 8

1.     We note your disclosure that your AI models have increased in terms of
the number of
       variables, the number of total data points. We also note your discussion
on page 90 that
       discusses the variable performances of different vintages of loans
compared to the
       targeted performance rate. Please tell us, with a view towards revised
disclosure, the
       factors that led lower than forecast performance for recent vintages,
despite the access to
       additional data. Similarly, please tell us how you determined that loans
originated in 2023,
       which would have the least seasoning, are expected to revert to target
level performance.


Our Ecosystem
Value Proposition to Lending Partners and Instituitional Investors, page 11

2.     We note that you permit your lending and institutional partners to
control their programs
       when originating loans through your platform. Please tell us, with a
view towards
 August 13, 2024
Page 2

       enhanced disclosure, the extent to which your lending partners rely on
your credit scoring
       model alone, rather than in conjunction with traditional income and
credit scores to
       approve loans.
        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 Susan Block at 202-551-3210 or Christian Windsor at
202-551-3419 with
any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Finance