October 17, 2019

Tyler Sloat
Chief Financial Officer
Zuora, Inc.
3050 South Delaware Street
Suite 301
San Mateo, CA 94403

       Re: Zuora, Inc.
           Form 10-K for Fiscal Period Ended January 31, 2019
           Filed April 18, 2019
           File No. 001-38451

Dear Mr. Sloat:

       We have reviewed your October 4, 2019 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
September 9, 2019 letter.

Form 10-K for Fiscal Period Ended January 31, 2019

Risk Factors
Provisions in our charter documents and under Delaware law..., page 34

1.    We note the revised disclosures provided in your July 31, 2019 Form 10-Q
in response to
      prior comment 1. In future filings, please further revise to clarify that
shareholders can
      file claims in either state or federal court even when the Delaware
Chancery Court has
      jurisdiction over a claim pursuant to the Securities Act of 1933. Clearly
disclose whether
      your provision applies to claims under the Exchange Act and if so,
clarify that those
      claims may only be brought in federal court. Lastly, disclose that
stockholders will not be
      deemed to have waived the company's compliance with the federal
securities laws and the
      rules and regulations thereunder.
 Tyler Sloat
Zuora, Inc.
October 17, 2019
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operational and Financial Metrics, page 41

2.    You state in your response to prior comment 2 that subscription billings
on a trailing 12-
      month basis will correlate to your long-term subscription revenue growth
rate over time,
      which you believe is a more reliable measure to manage your business and
assess
      financial performance. Also, in your Q2 2020 earnings call you state that
in order to
      normalize the fluctuations in quarterly billings, you generally look at
billings growth over
      a longer period of time. Please tell us how management uses these longer
term billings
      measures in managing your business and revise to include a quantified
discussion of such
      measures in future filings, as applicable. Refer to Section III.B.1 of
SEC Release No. 33-
      8350.
Results of Operations
Fiscal Years Ended January 31, 219 and 2018
Revenue, page 45

3.    We note your response to prior comment 3. Please explain further why you
believe it
      would be misleading to quantify revenue attributable to new customers as
a percentage of
      total subscription revenue growth for periods longer than three months.
In this regard, tell
      us why you only contemplate revenue from new customers in one quarter
when
      calculating the percentage growth for the longer six, nine or twelve
month periods in the
      denominator. Please provide further support as to why this disclosure is
misleading for
      any period other than quarterly periods or revise to include such
information for each
      period in which you provide a results of operations discussion.
       You may contact Rebekah Lindsey, Staff Accountant at (202) 551-3303 or
Kathleen
Collins at (202) 551-3499 if you have any questions.




                                                            Sincerely,
FirstName LastNameTyler Sloat
                                                            Division of
Corporation Finance
Comapany NameZuora, Inc.
                                                            Office of
Technology
October 17, 2019 Page 2
cc:       Jennifer Pileggi
FirstName LastName