February 8, 2019

Jennifer G. Tejada
Chief Executive Officer
PagerDuty, Inc.
600 Townsend St., Suite 200
San Francisco, CA 94103

       Re: PagerDuty, Inc.
           Draft Registration Statement on Form S-1
           Submitted December 20, 2018
           CIK No. 0001568100

Dear Ms. Tejada:

       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 submitted December 20, 2018

Prospectus Summary, page 1

1.     Please disclose that your directors, executive officers and principal
stockholders will
       continue to have a significant influence over the company after the
offering and the
       percentage of your voting power to be held by affiliates following the
offering.
Risk Factors
"We operate in an emerging and evolving market...,", page 14

2.     In some parts of the prospectus, you state that you participate in the
market for real-time
       operations solutions while in others you indicate that your market is
digital operations
       management. See page 88. Please clarify the relationship between
real-time operations
 Jennifer G. Tejada
FirstName LastNameJennifer G. Tejada
PagerDuty, Inc.
Comapany NamePagerDuty, Inc.
February 8, 2019
Page 2
February 8, 2019 Page 2
FirstName LastName
         solutions and digital operations management or advise whether the
terms are
         interchangeable.
"We derive substantially all of our revenue from a single product.", page 16

3.       You disclose that substantially all of your revenue results from sales
of subscriptions your
         On-Call Management product. Please quantify the percentage for the
periods presented.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Performance, page 55

4.       Your subscription revenue is determined based in part on the number of
users per
         customer. We note also that one of your growth strategies is to expand
usage of your
         solutions within your existing customer base. Please advise whether
you track changes in
         the number of paid users and, if so, what consideration you have given
to disclosing that
         data as a key business metric.
Business
Our Customers, page 80

5.       You state that your customer base includes one-third of the Fortune
500 companies. To
         provide context, please consider disclosing the total number of paid
users and percentage
         of revenue that you have generated from this customer base.
General

6.       Please supplementally provide us with copies of any graphical
materials or artwork that
         you intend to use in your prospectus. Upon review of such materials,
we may have
         comments. For guidance, consider Question 101.02 of our Securities Act
Forms
         Compliance and Disclosure Interpretations.
7.       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.
       You may contact Ryan Rohn, Staff Accountant at (202) 551-3739 or Stephen
Krikorian,
Branch Chief, at (202) 551-3488 if you have questions regarding comments on the
financial
statements and related matters.
 Jennifer G. Tejada
PagerDuty, Inc.
February 8, 2019
Page 3

       Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or
Barbara C. Jacobs,
Assistant Director, at (202) 551-3735 with any other questions.



                                                          Sincerely,
FirstName LastNameJennifer G. Tejada
                                                          Division of
Corporation Finance
Comapany NamePagerDuty, Inc.
                                                          Office of Information
Technologies
February 8, 2019 Page 3                                   and Services
FirstName LastName