ZYNGA INC.
699 Eighth Street
San Francisco, CA 94103
(855) 449-9642
December 13, 2011
VIA FACSIMILEAND EDGAR
United States Securities and Exchange Commission
Mail Stop 6010
100 F Street N.E.
Washington, D.C. 20549
| Attn: | Maryse Mills-Apenteng | |
| Matthew Crispino |
| RE: | Zynga Inc. | |
| Registration Statement on Form S-1 (File No. 333-175298) |
Ladies and Gentlemen:
The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on December 15, 2011, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request. The Registrant also hereby requests a copy of the written order verifying the effective date.
In connection with this request, the Registrant acknowledges that:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
| ZYNGA INC. |
/s/ Reginald D. Davis |
| REGINALD D. DAVIS |
General Counsel |
