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                             January 11, 2023

       Andrew Paradise
       Chief Executive Officer and Chairman
       Skillz Inc.
       PO Box 445
       San Francisco, CA 94104

                                                        Re: Skillz Inc.
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed March 1, 2022
                                                            Form 10-Q for the
Quarterly Period Ended September 30, 2022
                                                            Filed November 7,
2022
                                                            File No. 001-39243

       Dear Andrew Paradise:

              We have reviewed your December 23, 2022 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
       November 21, 2022 letter.

       Form 10-Q for the Quarterly Period Ended September 30, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Overview, page 29

   1.                                                   We note from your
response to prior comment 1 that at three months the majority of the
                                                        PMAUs have churned such
that approximately 20% of the users in the cohort continue to
                                                        be paying users. To
provide balance for your disclosure on page 31 that each cohort
                                                        contributes predictably
to revenue over its life, please disclose the extent to which you
                                                        experience churn of
paying active users and describe any changes in churn/retention
                                                        during the periods
presented.
 Andrew Paradise
Skillz Inc.
January 11, 2023
Page 2
2.    You also state in your response that the estimated payback period for
your Q4 2021 and
      Q3 2022 cohorts was approximately 50 and 19 months, respectively. Please
tell us
      whether the estimated payback periods for the cohorts in the first three
quarters of
      fiscal 2021 were generally consistent with the Q4 2021 cohort.
Additionally, describe for
      us the changes in conditions, assumptions or estimates that resulted in
the significant
      increase in the average expected payback period from 4 months for fiscal
2018, 2019, and
      2020 cohorts as disclosed in the Form S-1 filed August 17, 2021 to 50
months for the Q4
      2021 cohort. Finally, please explain to us why the estimated payback
period for the Q3
      2022 cohort remains significantly longer than the 2020 cohorts despite UA
marketing
      costs being at significantly lower levels as compared to 2020.
Our Financial Model, page 31

3.    We note from your proposed revised disclosures and response to prior
comment 3 that
      Bonus Cash returned from prior winnings may be used to pay entry fees and
is included in
      the prior winnings component of GMV. Please tell us whether you recognize
revenue on
      entry fees paid with Bonus Cash returned from prior winnings and if so,
whether you also
      recognize a reduction of revenue or sales and marketing expense related
to this Bonus
      Cash. In this regard, we note that the end-user liability account only
includes prior
      winnings that may be withdrawn by the user.
        You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
these comments.



                                                          Sincerely,
FirstName LastNameAndrew Paradise
                                                          Division of
Corporation Finance
Comapany NameSkillz Inc.
                                                          Office of Technology
January 11, 2023 Page 2
cc:       Steven J. Gavin, Esq.
FirstName LastName