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                             November 4, 2022

       Damien Schmitz
       Chief Financial Officer
       Groupon, Inc.
       600 W. Chicago Avenue
       Suite 400
       Chicago, IL 60654

                                                        Re: Groupon, Inc.
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed February 28,
2022
                                                            Form 10-Q for the
Fiscal Period Ended June 30, 2022
                                                            Filed August 8,
2022
                                                            File No. 001-35335

       Dear Damien Schmitz:

              We have limited our review of your filings to the financial
statements and related
       disclosures 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.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Liquidity and Capital Resources
       Net cash provided by (used in) operating activities, page 54

   1.                                                   Your disclosure here
and in the Form 10-Q for the fiscal period ended June 30, 2022
                                                        appears to be a
discussion of how net cash flows of operating activities was derived for
                                                        each period. Pursuant
to Item 303 of Regulation S-K, your presentation should be an
                                                        analysis of material
changes in operating cash from period to period. In performing
                                                        the analysis, note that
references to results, noncash items and working capital items may
                                                        not provide a
sufficient basis to understand how operating cash actually was affected
                                                        between periods. In
this regard, your analysis should discuss the reasons underlying
 Damien Schmitz
Groupon, Inc.
November 4, 2022
Page 2
         variance factors cited. Refer to the introductory paragraph of section
IV.B and paragraph
         B.1 of Release No. 33-8350 for guidance, and section 501.04 of our
Codification of
         Financial Reporting Releases regarding quantification of variance
factors cited. Please
         revise your disclosure as appropriate.
Form 10-Q for the Fiscal Period Ended June 30, 2022

Management's Discussion of Financial Condition and Results of Operations
Liquidity and Capital Resources
Net cash provided by (used in) operating activities, page 41

2.       You disclose net cash used in operating activities in each interim
period presented. Please
         discuss the operational reasons for the condition and explain how you
intend to meet your
         cash requirements and maintain operations. Also, you have reported net
cash used in
         operating activities for each annual and interim period since March
31, 2020. Please
         provide disclosure of this trend following the guidance in Item 303 of
Regulation S-K and
         Release Nos. 33-6835 and 33-8350.
       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.

       You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
with any
questions.



FirstName LastNameDamien Schmitz                              Sincerely,
Comapany NameGroupon, Inc.
                                                              Division of
Corporation Finance
November 4, 2022 Page 2                                       Office of Trade &
Services
FirstName LastName