Mail Stop 3561
                                                           August 21, 2018

Julia D. Hartz
Chief Executive Officer
Eventbrite, Inc.
155 5th Street, 7th Floor
San Francisco, CA 94103

       Re:    Eventbrite, Inc.
              Amendment No. 2 to Draft Registration Statement on Form S-1
              Submitted August 10, 2018
              CIK No. 0001475115

Dear Ms. Hartz:

      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
response.

      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
comments. Unless we note otherwise, our references to prior comments are to
comments in
our August 6, 2018 letter.

General

1.     Please tell us the estimated IPO price range once you have determined
that
       information. Please provide us with a quantitative and qualitative
analysis explaining
       the difference between the estimated offering price and the fair value
of each equity
       issuance related to recent valuations of your equity through the date of
effectiveness
       for the preceding twelve months.
 Julia D. Hartz
Eventbrite, Inc.
August 21, 2018
Page 2

Use of Proceeds, page 51

2.      Your revised disclosure here states that you intend to use proceeds
from this offering
        to repay the outstanding indebtedness under your term loan facilities,
as well as the
        prepayment penalties that will result from such repayment. In addition,
your
        disclosure on page 86 indicates that you incurred this indebtedness
within the past
        year. Please expand the disclosure here to describe the use of proceeds
of this
        indebtedness (other than short-term borrowings used for working
capital). Refer to
        Instruction 4 to Item 504 of Regulation S-K.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-12

3.      We have reviewed your revisions related to comment 8. In addition to
pricing
        latitude, please disclose the other risks involved in acting as the
principal in providing
        payment processing services.

Note 3. Acquisitions

2017 Acquisitions, page F-23

4.      Please tell us in detail your consideration of the guidance in ASC
805-10-30-2
        through 805-10-30-3 and ASC 805-10-25-13 through ASC 805-10-25-18
related to
        your conclusion to record a gain on extinguishment of the Ticketfly
Promissory Note
        as opposed to recording the adjustment to goodwill during the
measurement period.

Note 9. Commitments and Contingencies

Litigation and Loss Contingencies, page F-31

5.      Please explain the basis in GAAP for your classification of the
provision for potential
        costs associated with the cyber incident. In this regard, please
explain the nature of
        the creator accommodations and whether they represent cash or non-cash
        accommodations. Please also explain how you determined the allocation
of the $6.6
        million liability into contra-revenue and operating expense and the
$1.3 million
        insurance receivable as a reduction of general and administrative
expenses. We may
        have further comment.
 Julia D. Hartz
Eventbrite, Inc.
August 21, 2018
Page 3

Note 13. Stock-Based Compensation Plan

Restricted Stock Units, page F-41

6.      Please tell us if the May 2018 grant of 230,000 RSU's is included in
the $6.9 estimate
        of stock based compensation expense that would have been recognized had
the IPO
        been completed on June 30, 2018. If not, please provide similar
quantitative
        disclosure for the RSU's granted to certain individuals.

Sales of the Company's Stock, page F-42

7.      Please tell us in detail the GAAP guidance you relied upon to record
the transaction
        and how you determined the fair value of such shares. To the extent you
utilized a
        model to value your shares, tell us how you concluded that the cash
price paid for the
        shares was not a better indication of the fair value of your shares.
Please also explain
        to us the circumstances by which employees and former employees sold
their 1.3
        million shares and the relationship of the existing investor with the
company. We
        may have further comment.

Note 18. Subsequent Events, page F-49

8.      It appears several transactions in which the Company states it is
currently evaluating
        the accounting have been resolved. Please advise.

       You may contact Anthony Watson, Staff Accountant, at (202) 551-3318 or
Jim
Allegretto, Senior Assistant Chief Accountant, at (202) 551-3849 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Parhaum
J. Hamidi, Special Counsel, at (202) 551-3421 or me at (202) 551-3720 with any
other
questions.


                                                              Sincerely,

                                                              /s/ Mara L.
Ransom

                                                              Mara L. Ransom
                                                              Assistant
Director
                                                              Office of
Consumer Products