United States securities and exchange commission logo

                               November 16, 2020

       Dave Girouard
       Chief Executive Officer
       Upstart Holdings, Inc.
       2950 S. Delaware Street, Suite 300
       San Mateo, CA 94403

                                                        Re: Upstart Holdings,
Statement on Form S-1
                                                            Filed November 5,
                                                            File No. 333-249860

       Dear Mr. Girouard:

              We have reviewed your 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 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.

       Registration Statement on Form S-1

       Founders' Letter, page i

   1.                                                   We note your revised
disclosure in response to comment 1. Please further revise the
                                                        Founders' Letter to
provide more balanced disclosure. As previously requested, please
                                                        address in the letter
(i) the negative impact that COVID-19 has had on your business,
                                                        including decreased
origination volumes on your platform, increased loss expectations for
                                                        new and existing
originations and a temporary reduction in the availability of loan
                                                        funding, (ii) that your
AI models have not been tested at all during a down-cycle economy
                                                        or recession without
significant levels of government assistance and (iii) that for the fiscal
                                                        year ended December 31,
2019, Cross River Bank originated 89% of the loans facilitated
                                                        on your platform.
 Dave Girouard
FirstName LastNameDave    Girouard
Upstart Holdings, Inc.
Comapany 16,
November   NameUpstart
              2020     Holdings, Inc.
Page 2    16, 2020 Page 2
FirstName LastName
Description of Capital Stock
Anti-Takeover Provisions
Exclusive Forum, page 201

2.       We note your revised disclosure regarding the exclusive forum
provision in your amended
         and restated bylaws. Please disclose that investors cannot waive
compliance with the
         federal securities laws and the rules and regulations thereunder. In
that regard, we note
         that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. Please also ensure that the
exclusive forum
         provision in the amended and restated bylaws clearly states that the
provision does not
         apply to any actions arising under the Exchange Act.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       You may contact Ben Phippen at 202-551-3697 or Michael Volley at
202-551-3437 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with
any other


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