Mail Stop 3561
                                                            September 5, 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 Registration Statement on Form S-1
               Filed August 28, 2018
               File No. 333-226978

Dear Ms. Hartz:

      We have reviewed your amended 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
response.

        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
21, 2018
letter.

Executive Compensation, page 132

1.     We note that you have made numerous revisions to your executive
compensation
       disclosure beginning on page 132. For example, the summary compensation
table
       reflects compensation amounts for Ms. Hartz and Mr. Rosenberg that are
significantly
       lower than those previously disclosed. Please explain to us why you have
made these
       revisions.
 Julia D. Hartz
Eventbrite, Inc.
September 5, 2018
Page 2

Note 3. Acquisitions

2017 Acquisitions, page F-23

2.     We have reviewed your response to comment 4. You indicate that you
engaged
       KPMG LLP to determine the fair value of the Promissory Note. Please
explain all the
       potential settlement options for the Promissory Note that were evaluated
including
       any involving cash-payout. Please also identify any other liquidity
options that were
       available to Pandora to convert the Note to cash. Please specifically
indicate whether
       prepayment or conversion was solely at the option of the issuer or
conditioned in any
       way and revise to disclose which party held the option to convert.
Please provide us
       with your analysis of whether the Note contained an embedded derivative.
Refer to
       ASC 815-15. Please also identify and describe any restrictions on sale
of common
       stock obtained through the conversion of the Note. To the extent
transferability of the
       Note or securities underlying the Note were restricted, please advise
what
       consideration was given to providing a liquidity discount to the
principal amount of
       the Note. In this regard, please also advise whether you had insight
into the valuation
       ascribed to such Note by Pandora. Based upon public filed information,
it appears
       Pandora recorded it at a discount to the principal amount of the Note.

       Please finally advise whether any intervening events occurred between
when the
       terms were finalized and the September 1, 2017 closing date of the
acquisition that
       suggested Pandora's need for liquidity and whether any changes to such
terms could
       have been made between June 1 and September 1, 2017 without penalty or
       jeopardizing the terms of acquisition. In this regard, please also
explain whether and
       why the underlying conditions giving rise to subsequent negotiations
with Pandora
       did not exist as of September 1, 2017. Given the relatively short period
that
       transpired between September 1, 2017 and January 2018, please identify
any
       intervening event(s) during this period that caused the fair value of
the Note to
       decline below the amount recorded. See ASC 805-10-30-3.

Exhibits

3.     Please supplementally provide us with a copy of Exhibit E (Form of Note)
to the
       membership interest purchase agreement filed as Exhibit 2.1.

       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.
 Julia D. Hartz
Eventbrite, Inc.
September 5, 2018
Page 3

        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 statement.

       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