April 21, 2020

Adam DeWitt
President and Chief Financial Officer
GrubHub Inc.
111 W. Washington Street, Suite 2100
Chicago, Illinois 60602

       Re: GrubHub Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2019
           Filed February 28, 2020
           File No. 001-36389

Dear Mr. DeWitt:

       We have limited our review of your filing to the financial statements
and related
disclosures 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2019

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 27

1.    We note per the risk factor on page 12 that the status of drivers as
independent contractors
      rather than employees, has been, and will likely continue to be
challenged. Please tell us
      your consideration of discussing the passage of California Assembly Bill
5 on January 1,
      2020 as part of the above risk factor, or in MD&A as a known uncertainty.
2.    We note that revenue increased 30% for the year ended December 31, 2019
compared to
      2018 due to growth in Active Diners, an increase in average commission
rates from
      partners electing increased prominence on the Platform, the inclusion of
results from
      acquisitions, and higher average order size. Please quantify all material
factors
      contributing to this increase in accordance with Section III.D of SEC
Release No. 33-6835
      and Item 303(a)(3) of Regulation S-K.
 Adam DeWitt
GrubHub Inc.
April 21, 2020
Page 2

       In closing, 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.

       You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at
202-551-3307 with
any questions.



FirstName LastNameAdam DeWitt                             Sincerely,
Comapany NameGrubHub Inc.
                                                          Division of
Corporation Finance
April 21, 2020 Page 2                                     Office of Trade &
Services
FirstName LastName