June 20, 2019

Matthew Prince
Chief Executive Officer
Cloudflare, Inc.
101 Townsend Street
San Francisco, CA 94107

       Re: Cloudflare, Inc.
           Draft Registration Statement on Form S-1
           Submitted May 24, 2019
           CIK: 0001477333

Dear Mr. Prince:

       We have reviewed your draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1

Prospectus Summary
Overview, page 1

1.     For context, please disclose the percentage of the top million, 100,000
and 10,000
       websites that use at least one paid product on your platform or advise.
Risk Factors
Risks Related to Ownership of Our Class A Common Stock
Delaware law and provisions in our amended and restated certificate of
incorporation..., page 60

2.     Please briefly describe the types of amendments that will require the
approval of two-
       thirds of the combined vote of your outstanding Class A and Class B
common stock.
 Matthew Prince
Cloudflare, Inc.
June 20, 2019
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Business Model, page 75

3.       Please define enterprise customers.
4.       In your discussion on page 79 of "new customer acquisition" as part of
your "efficient go-
         to-market model," you disclose the number of customers with Annualized
Billings of
         greater than $100,000 as of the end of each period. Please explain how
this metric helps
         to illustrate your new customer acquisitions. In this regard, clarify
if the growth in the
         number of these customers is due to the acquisition of new customers
or from existing
         customers that have expanded their annualized billings.
Key Business Metrics
Dollar-Based Net Retention Rate, page 82

5.       You state that you have maintained a dollar-based net retention rate
above 100% in each
         of the trailing seven quarters for the period ended December 31, 2018.
Please provide the
         actual rates for each period presented. To the extent there are
variances between the rates,
         revise to address any known underlying material trends.
6.       Your Dollar-Based Net Expansion Rate (DBNER) measures the expansion of
usage
         among continuing customers but does not account for the decrease in
the revenue
         attributable to former customers. To help us better understand your
metric, please tell us
         how you measure retention of your customers. To the extent that it is
material to an
         understanding of your customer count and the DBNER, please disclose
and provide a
         discussion of your retention or attrition rate of customers.
Business
Why We Win, page 112

7.       We note that you achieved an average Net Promoter Score of 68 across
your paying
         customers in the fourth quarter of 2018. Please briefly describe the
method by which this
         score is calculated and how it correlates to your revenue growth or
why it is otherwise
         significant to your business.
Consolidated Statements of Cash Flows
Supplemental Disclosure of Non-cash Investing and Financing Activities, page
F-7

8.     Your schedule of non-cash investing and financing activities includes
the net change in
       accounts payable and accrued expenses related to property and equipment
additions.
FirstName LastNameMatthew Princeamount of the liability incurred for assets
acquired during
       Please confirm that this is the
Comapanyreporting periods that remains unpaid as of the end of each of the
reporting periods.
       the NameCloudflare, Inc.
June 20, 2019 Page 2230-10-50-3.
       Refer to ASC
FirstName LastName
 Matthew Prince
FirstName LastNameMatthew Prince
Cloudflare, Inc.
Comapany NameCloudflare, Inc.
June 20, 2019
June 20, 2019 Page 3
Page 3
FirstName LastName
Notes to Consolidated Financial Statements
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition, page F-10

9.       In your discussion of the step to determine the transaction price, you
indicate that usage-
         based variable consideration is recognized in the period it is
incurred. Please ensure you
         address usage-based fees throughout your revenue recognition policy.
For example,
         explain the basis for your accounting for usage-based variable
consideration in your
         discussion of subscription and support revenue and variable
consideration on page F-11.
Subscription and Support Revenue, page F-11

10.      You state that arrangements with customers generally do not provide
the customer with
         the right to take possession of your software at any time. Please
describe your accounting
         policy for those other arrangements with customers that do provide the
customer with the
         right to take possession of your software.
Nonmonetary Transactions, page F-13

11.      We note that your nonmonetary transactions are recorded at the
estimated fair value of the
         services received from or provided to the counterparty, whichever is
more clearly evident.
         Tell us how this accounting policy complies with the guidance ASC
606-10-32-21 and 32-
         22.
General

12.      You state on page 28 of the registration statement that you
self-disclosed to OFAC
         noncompliance with economic and trade sanctions programs related to
entities identified
         in OFAC's counter-terrorism sanctions or affiliated with governments
subject to
         comprehensive U.S. sanctions. Iran, Sudan and Syria are designated by
the Department of
         State as state sponsors of terrorism, and are subject to U.S. economic
sanctions and/or
         export controls.

         Please describe to us the nature and extent of any past, current, and
anticipated contacts
         with Iran, Sudan and Syria, including contacts with their governments,
whether through
         subsidiaries, affiliates, partners, resellers, customers, joint
ventures or other direct or
         indirect arrangements. To the extent Cloudflare has self-reported to
OFAC possible
         violations of Iran, Sudan or Syria economic sanctions, please describe
the transactions to
         us and tell us the maximum dollar amount of the potential related
penalties.
13.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Matthew Prince
Cloudflare, Inc.
June 20, 2019
Page 4
14.    Please supplementally provide us with copies of any graphical materials
or artwork you
       intend to use in your prospectus. Upon review of such materials, we may
have further
       comments. For guidance, refer to Question 101.02 of our Securities Act
Forms
       Compliance and Disclosure Interpretations.
15.    Please disclose the source of the following assertions in your
prospectus:

           you are leading the transition at the network layer to the cloud
(pages 1, 3, 102
           and 106); and
           you have a leading cryptography research team (page 124).
       You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Barbara C. Jacobs, Assistant Director, at (202)
551-3735 with
any other questions.



                                                              Sincerely,

FirstName LastNameMatthew Prince                              Division of
Corporation Finance
                                                              Office of
Information Technologies
Comapany NameCloudflare, Inc.
                                                              and Services
June 20, 2019 Page 4
cc:       Bryan King
FirstName LastName