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                            October 13, 2020

       Dara Khosrowshahi
       Chief Executive Officer
       Uber Technologies, Inc
       1455 Market Street, 4th Floor
       San Francisco, California 94103

                                                        Re: Uber Technologies,
Inc
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed September 25,
2020
                                                            File No. 333-242307

       Dear Mr. Khosrowshahi:

             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.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 3, 2020 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed September
25, 2020

       Regulatory Approvals, page 15

   1.                                                   Please revise to
clarify why Uber voluntarily withdrew its HSR notification on August 17,
                                                        2020 and re-filed it on
August 19, 2020, and the reasons why the Department of Justice
                                                        issued a second request
to each of Uber and Postmates. Please also revise your
                                                        Background section to
more fully discuss the particular concerns relating to antitrust
                                                        approval and how they
influenced the terms agreed to by the parties, including the
                                                        definition of
"unacceptable condition."
 Dara Khosrowshahi
FirstName LastNameDara
Uber Technologies, Inc Khosrowshahi
Comapany
October 13,NameUber
            2020      Technologies, Inc
October
Page 2 13, 2020 Page 2
FirstName LastName
The status of couriers who use the Postmates app as independent contractors,
page 38

2.       We note your response to prior comment 10. Your disclosure here and
elsewhere in the
         prospectus appears to focus almost exclusively on judicial and
legislative actions in
         California. To the extent that adverse judicial and legislative
actions in other states or at
         the federal level may also give rise to a right to terminate, please
provide expanded
         disclosure to clarify that the risk to you is not localized. Please
also clarify your statement
         that an outcome adverse to Uber or Postmates "may not, in and of
itself give rise to a right
         of either party to terminate the transaction." It is unclear whether
this means it may give
         rise to the right to terminate. Please also clarify the circumstances
that, if combined with
         an adverse determination, could trigger a right to terminate.
Background of the Transaction, page 63

3.       We note your revisions at page 63 in response to prior comment 14.
Please expand your
         disclosure in the third paragraph on page 64 to disclose the other
potential strategic
         acquisitions that were considered by you between May and July 2019.
4.       We note your revised disclosure at pages 64 and 65 in response to
prior comment 16.
         With a view to disclosure, please tell us how your public statements
and media scrutiny
         affected your search for a deal, including how it affected your
negotiations with
         Postmates, if at all. In addition, please discuss in greater detail
the changed circumstances
         that led the company to resume talks with Postmates in June 2020 after
previously
         determining in 2019 that the company's unit economics were in a
challenged state.
5.       We note your revisions on pages 69-71 and page 100 in response to
prior comment 18.
         Please disclose, in an appropriate place in the prospectus, the
material terms of the initial
         loan and the additional loan, including the interest rate and the
forgiveness schedule in the
         event the loans are is partially forgiven.
6.       We note your response to prior comment 19. While you have revised your
disclosure at
         page 67 to disclose that certain negotiations occurred regarding the
legal proceedings
         involving Postmates, it is unclear what items were discussed and how
they were resolved.
         Please expand your disclosure to describe the substance of the
parties' negotiations with
         respect to pending litigation involving the companies, including the
concerns of both
         sides, any anticipated impact on the transaction, and how the terms of
the merger reflected
         these concerns. Please also discuss how you reached the conclusion on
page 39, where it
         appears that you agreed that an adverse determination on Assembly Bill
5 would not
         automatically terminate (or make terminable) the agreement.
7.       We note your revisions in response to our prior comment 21. Please
disclose the financial
         performance of Postmates and valuation analyses (including transaction
price multiple and
         discounted cash flow analysis), and potential synergies discussed by
the board at the July
         1, 2020 meeting, or tell us why you believe such disclosure is not
required.
 Dara Khosrowshahi
FirstName LastNameDara
Uber Technologies, Inc Khosrowshahi
Comapany
October 13,NameUber
            2020      Technologies, Inc
October
Page 3 13, 2020 Page 3
FirstName LastName
U.S. Federal Income Tax Consequences, page 106

8.       We note that counsel has provided a long-form opinion that the
Mergers, taken together,
         will qualify as a "reorganization" within the meaning of Section
368(a) of the Code. The
         opinion and the disclosure in your prospectus must be consistent.
Refer to Staff Legal
         Bulletin No. 19. Where you discuss the tax consequences throughout
your prospectus,
         including your statements as to the intended tax treatment, disclose
that counsel has issued
         an opinion that the Mergers will qualify as a reorganization.
Exhibits

9.       Please tell us whether you intend to file the Form of Company
Certificate Amendment
         that appears as Exhibit D to the Agreement and Plan of Merger.
        You may contact Keira Nakada at (202) 551-3659 or Donna Di Silvio at
(202) 551-3202
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Morris at (202) 551-3314 or Erin Jaskot at (202)
551-3442 with
any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services
cc:      Andrew Nussbaum, Esq.