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                 February 9, 2021

       Andrew Paradise
       Chief Executive Officer
       Skillz Inc.
       P.O. Box 445
       San Francisco, CA 94104

                                                        Re: Skillz Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed February 9,
2021
                                                            File No. 333-252868

       Dear Mr. Paradise:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

              Please refer to Rule 461 regarding requests for acceleration. 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.

               Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447,
or in his absence, Jan
       Woo, Legal Branch Chief, at (202) 551-3453, with any questions. If you
require further
       assistance, please contact Larry Spirgel, Office Chief, at (202)
551-3815.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              Steven J. Gavin, Esq.