United States securities and exchange commission logo

                             October 5, 2020

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

                                                        Re: Upstart Holdings,
                                                            Amendment No. 3 to
Draft Registration Statement on Form S-1
                                                            Submitted September
28, 2020
                                                            CIK No. 0001647639

       Dear Mr. Girouard:

             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.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 27, 2020 letter.

       Amendment No 3 to Draft Registration Statement on Form S-1


   1.                                                   Please refer to the
first graphic following the prospectus cover page.
                                                            Regarding the cells
of training data number, please provide context for what you
                                                            believe this number
means. For example, we note on page 6 you state it helps your
                                                            model to deliver
more accurate predictions.
                                                            Regarding the
conversion rate, which we note is a key operating metric, please add a
                                                            footnote that
defines the metric. In this regard, we note the definition on page 97. In
                                                            addition, please
tell us what consideration you have given to adding to the graphic
                                                            your two other key
operating metrics, number of loans transacted and number of
                                                            loans fully
automated, and whether you believe that would enhance the balance of the
 Dave Girouard
Upstart Holdings, Inc.
October 5, 2020
Page 2
                Regarding the reduction in loss rates, given that this
percentage is based on an
              internal study that was both limited in scope and based on
hypothetical rates, please
              either tell us why you believe it is appropriate to include it in
the graphic or remove it
              from the graphic.

2020 Upstart Founders' Letter
Artificial intelligence is the fix, page ii

2.       Please balance your disclosure in the 2020 Upstart Founders' Letter.
For example, on
         page ii, balance your disclosure regarding the "long-term reductions
in acquisition cost
         and improvements to [y]our unit economics" by disclosing your net loss
for your most
         recently completed fiscal year. On page iii, balance your disclosure
in the second
         paragraph to disclose the 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, and
         disclose that your AI models have not been tested at all during a
down-cycle economy or
         recession without significant levels of government assistance. In this
regard we note your
         disclosure on pages 21, 27 and 28. In the last paragraph on page iii,
please balance your
         disclosure by stating, if true, that, for the fiscal year ended
December 31, 2019, Cross
         River Bank originated 89% of the loans facilitated on your platform.
Prospectus Summary
Increasing Recognition of Regulators, page 5

3.       Please update your prospectus summary to disclose that you are
currently working with
         the CFPB to continue to operate under its no-action letter policies,
which have changed
         since your no-action letter was issued. In this regard, we note your
risk factor disclosure
         on pages 63 and 64. In addition, please identify the state attorney
general from which you
         received an inquiry regarding your role in facilitating the
origination of loans for
         education purposes, and, in an appropriate section of your prospectus,
please provide more
         details regarding the inquiry and, if known, the potential outcomes of
the inquiry.
       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

FirstName LastNameDave Girouard                                  Sincerely,
Comapany NameUpstart Holdings, Inc.
October 5, 2020 Page 2                                           Division of
Corporation Finance
FirstName LastName                                               Office of