December 17, 2019

James D. DeVries
President and Chief Executive Officer
ADT Inc.
1501 Yamato Road
Boca Raton, Florida 33431

       Re: ADT Inc.
           Registration Statement on Form S-3
           Filed December 3, 2019
           File No. 333-235331

Dear Mr. DeVries:

        We have limited our review of your registration statement to the issue
we have addressed
in our comment. In our comment, 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 comment applies 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 our comment, we may have additional comments.

Form S-3 filed December 3, 2019

Exclusive Forum Selection , page 10

1.     We note your disclosure that the Chancery Court of the State of Delaware
will, to the
       fullest extent permitted by law, be the sole and exclusive forum for
certain litigation.
       Please disclose whether this provision applies to actions arising under
the Securities Act
       or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates
       exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
       by the Exchange Act or the rules and regulations thereunder, and Section
22 of the
       Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
       brought to enforce any duty or liability created by the Securities Act
or the rules and
       regulations thereunder. If the provision applies to Securities Act
claims, please also revise
       your prospectus to state that there is uncertainty as to whether a court
would enforce such
 James D. DeVries
ADT Inc.
December 17, 2019
Page 2
         provision and that investors cannot waive compliance with the federal
securities laws and
         the rules and regulations thereunder. If this provision does not apply
to actions arising
         under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Scott Anderegg, Staff Attorney at 202-551-3342 or
Lilyanna Peyser,
Special Counsel at 202-551-3222 if you have questions regarding our comment.



FirstName LastNameJames D. DeVries                              Sincerely,
Comapany NameADT Inc.
                                                                Division of
Corporation Finance
December 17, 2019 Page 2                                        Office of Trade
& Services
FirstName LastName