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                             August 25, 2020

       Alexander C. Karp
       Chief Executive Officer
       Palantir Technologies Inc.
       1555 Blake Street
       Suite 250
       Denver, CO 80202

                                                        Re: Palantir
Technologies Inc.
                                                            Amendment 2 to
Draft Registration Statement on Form S-1
                                                            Submitted August
10, 2020
                                                            CIK No. 0001321655

       Dear Mr. Karp:

             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.

       Amendment 2 to Draft Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   Please revise the third
full paragraph on page 2 to provide more context to your statements
                                                        about the growth of
your revenue overtime. For example, consider disclosing your
                                                        average revenue per
customer and average revenue for your top twenty customers for
                                                        2018 so that investors
can compare them to the figures you provide for 2019.
   2.                                                   We note your response
to prior comment 1. We continue to believe that the summary
                                                        section should be
balanced to include a discussion of the substantial payments to your
                                                        existing stockholders
related to the redemptions of the Series H preferred stock. Please
                                                        revise.
 Alexander C. Karp
FirstName  LastNameAlexander  C. Karp
Palantir Technologies Inc.
Comapany
August  25, NamePalantir
            2020         Technologies Inc.
August
Page 2 25, 2020 Page 2
FirstName LastName
Risk Factors
Following our listing, sales of substantial amounts of our Class A common stock
in the public
markets or the perception...., page 67

3.       We note your response to prior comment 18. Disclose if the company
intends on sharing
         a fair value estimate of the class A common stock with the RSU holders
who plan to sell
         shares on Day 1 of trading so that they may plan on how many shares
they would have to
         sell in order to cover their anticipated tax liability. If so, please
disclose this fair value
         determination.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Business Model, page 86

4.       We note your responses to prior comments 11 and 12. Please disclose,
either here or on
         page 91, how you determine contribution margin by customer. For
example, as noted in
         your response, please address how you allocate sales and marketing and
cost of sales
         expenses that are not specific to a customer account.
Audited Financial Statements
Consolidated Balance Sheets, page F-3

5.       Please present a pro forma balance sheet alongside your most recent
historic balance sheet
         to give effect to the Capital Stock Conversion and all other changes
in capitalization that
         will occur in connection with your direct listing on the NYSE as
described on page 77.
General

6.       We have reviewed but are unable to agree with your responses to prior
comments 29 and
         30 regarding the scope and application of the March 23, 2018 no-action
letter for Spotify
         Technology, S.A. However, there may be other ways to ensure compliance
with
         Regulation M, depending on the specific facts and circumstances. For
example, from our
         discussion on this matter, we understand that you have represented
that the relevant
         parties (including any persons acting on behalf of such parties) each
will endeavor to
         conduct their activities in a manner that will not violate Regulation
M or the other anti-
         manipulation and antifraud provisions, such as sections 9(a) and
10(b), or Rule 10b-5.
        You may contact Joan Collopy at (202) 551-5743 or Elizabeth Sandoe at
(202) 551-5736
in our Division of Trading and Markets if you have questions regarding comments
appearing
under "General". Please contact Lisa Etheredge, Senior Staff Accountant, at
(202) 551-3424 or
Robert S. Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
any questions
regarding comments on the financial statements and related matters. Please
contact Jeff Kauten,
Staff Attorney at (202) 551-3774 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
 Alexander C. Karp
Palantir Technologies Inc.
August 25, 2020
Page 3

                                          Sincerely,
FirstName LastNameAlexander C. Karp
                                          Division of Corporation Finance
Comapany NamePalantir Technologies Inc.
                                          Office of Technology
August 25, 2020 Page 3
cc:       Allison B. Spinner
FirstName LastName