December 23, 2024

Todd McElhatton
Chief Financial Officer
Zuora, Inc.
101 Redwood Shores Parkway
Redwood City, CA 94065

       Re: Zuora, Inc.
           Form 10-K for the year ended January 31, 2024
           File No. 001-38451
Dear Todd McElhatton:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the year ended January 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures
Adjusted Free Cash Flow, page 58

1.     We note your adjustments for shareholder litigation (shareholder
matters) and
       acquisition-related costs appear to represent charges or liabilities
that required, or will
       require, cash settlement. Please tell us how you considered Item
10(e)(ii)(A) of
       Regulation S-K which prohibits the exclusion of cash settled items from
a non-GAAP
       liquidity measure or revise to remove these adjustments.
 December 23, 2024
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.

       Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:   Andrew Cohen