August 26, 2019

John Foley
Chief Executive Officer
Peloton Interactive, Inc.
125 West 25th Street
11th Floor
New York, NY 10001

       Re: Peloton Interactive, Inc.
           Amended Draft Registration Statement on Form S-1
           Submitted August 20, 2019
           CIK No. 0001639825

Dear Mr. Foley:

      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.

Amended Draft Registration Statement on Form S-1

Dilution, page 52

1.     Please explain to us why you deleted the impact for the automatic
conversion of the
       outstanding warrant exercisable for 240,000 shares of common stock in
arriving at your
       pro forma net tangible book value before giving effect to this offering.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview of Our Business and History, page 66

2.     We note your deletion in this amendment on page 61 of subscription gross
margin in
       discussing your key milestones in your growth history. Please revise
your disclosure here
 John Foley
Peloton Interactive, Inc.
August 26, 2019
Page 2
         and on page 2 to present the most directly comparable GAAP measure,
subscription gross
         margin, to the non-GAAP metric, subscription contribution margin.
Refer to Item
         10(e)(1)(i)(A) of Regulation S-K.
Audited Financial Statements
Consolidated Balance Sheets, page F-3

3.       With regard to prepaid expenses and other current assets, please state
separately in the
         balance sheet or notes to your financial statements any amounts in
excess of five percent
         of total current assets. Refer to Rule 5-02 of Regulation S-X.
2. Summary of Significant Accounting Policies
Stock-Based Compensation, page F-12

4.       Please expand to disclose how you determine expected volatility.
Recently Issued Accounting Pronouncements
ASU 2017-01, page F-15

5.       We note your disclosure on page 8 that you irrevocably elected not to
use the extended
         transition accommodation allowing for delayed adoption of new or
revised accounting
         standards. Please explain to us why you have not yet adopted ASU
2017-01 which
         is effective for annual reporting periods beginning after December 15,
2017 for public
         entities.
9. Accrued Expenses, page F-21

6.       With respect to the line item Other for 2019 in the amount of $66.3
million, please revise
         to state separately any item in excess of five percent of your total
current liabilities as
         required by Rule 5-02 of Regulation S-X.
10. Debt and Financing Arrangements
Amended and Restated Credit Agreement, page F-22

7.     We note your updated disclosure in response to comment 10 in our letter
dated July 17,
FirstName LastNameJohn Foley consideration of providing the disclosures
referenced in Rule 4-
       2019. Please tell us your
Comapany NamePeloton Interactive, Inc. a description of the most significant
restrictions on
       08(e) of Regulation S-X including
Augustyour2019 Page 2 dividends and the amount of retained earnings restricted
or not restricted.
        26, payment of
FirstName LastName
 John Foley
FirstName LastNameJohn Foley
Peloton Interactive, Inc.
Comapany NamePeloton Interactive, Inc.
August 26, 2019
Page 3
August 26, 2019 Page 3
FirstName LastName
       You may contact Donna Di Silvio at 202-551-3202 or Bill Thompson at
202-551-3344 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Lopez-Molina at 202-551-3792 or Mara Ransom at 202-551-3264
with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Consumer
Products