March 6, 2019

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

       Re: PagerDuty, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted February 15, 2019
           CIK No. 0001568100

Dear Ms. Tejada:

      We have reviewed your amended 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.

       References to prior comments are to those in our letter dated February
8, 2019.

Draft Registration Statement on Form S-1 submitted February 15, 2019

Management's Discussion and Analysis of Financial Condition and Results of
Operation
Key Factors Affecting Our Performance, page 57

1.     Your response to prior comment 4 states that the company does not
believe the number of
       paid users to be a key metric. However, the majority of your revenue is
generated from
       your existing customer base and you expand your existing customer base
by adding more
       users and creating additional use cases, as noted in the chart on page
55. Since the
       number of users and use cases per customer appear to impact your
revenue, tell us what
       consideration you have given to disclosing the number of users per
customer and use
 Jennifer G. Tejada
PagerDuty, Inc.
March 6, 2019
Page 2
         cases per customer as key metrics. Consider disclosing whether the
increase in customers
         with over $100,000 in annual recurring revenue were existing customers
that expanded
         their subscription or were new customers. In addition, consider
stratifying your customer
         base to indicate the portion of customers that are small or medium
size.
Results of Operations
Comparison of the Nine Months Ended October 31, 2017 and 2018
Revenue , page 62

2.       You disclose that revenue increased by 48% for the nine months ended
October 31, 2018
         compared to the nine months ended October 31, 2017 and that this
increase was primarily
         attributable to increases in revenues from both existing and new
customers. Please revise
         your disclosures to separately quantify the amount of this increase
that is attributable from
         existing customers versus new customers. Your disclosures should also
quantify
         the underlying drivers that are increasing existing customer sales
such as disclosing the
         amount that is attributable to an increase in the number of users and
to purchases of
         additional functionality. Refer to Section III.D of SEC Release No.
33-6835.
Critical Accounting Policies and Estimates
Common Stock Valuations, page 71

3.       Please provide us with a listing of all share options granted in the
nine months ended
         October 31, 2018 and any granted subsequent to this date and the fair
value of the
         underlying ordinary shares used to value such awards at the grant
date. To the extent
         there were any significant fluctuations in the fair values from
period-to-period, please
         describe for us the factors that contributed to these fluctuations,
including any intervening
         events within the company or changes in your valuation assumptions or
methodology.
       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. 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
March 6, 2019 Page 2                                            and Services
FirstName LastName