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                             March 27, 2023

       Andrew Paradise
       Chief Executive Officer and Chairman
       Skillz Inc.
       PO Box 445
       San Francisco, CA 94104

                                                        Re: Skillz Inc.
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed March 1, 2022
                                                            Form 10-Q for the
Quarterly Period Ended September 30, 2022
                                                            Filed November 7,
2022
                                                            File No. 001-39243

       Dear Andrew Paradise:

              We have reviewed your March 15, 2023 response to our comment
letter 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       March 1, 2023 letter.

       Form 10-K for the Year Ended December 31, 2021

       Consolidated Financial Statements
       Note 2. Summary of Significant Accounting Policies, Revenue Recognition,
page 65

   1.                                                   We note your response
to prior comment 2. As it relates to the illustrative example in
                                                        which both players use
Bonus Cash to enter a competition, please clarify your
                                                        statement that the
revenue shared by Skillz and the game developer is earned from the
                                                        Entry Fees from the
losing player less the Prizes awarded to the winning player.
                                                        Reconcile this with
your statement and disclosures that the developer's revenue share is
                                                        based on net cash
deposits received from end users and end-user incentives are not paid
                                                        for by game developers.
Explain to us how this illustrative example would impact the
 Andrew Paradise
Skillz Inc.
March 27, 2023
Page 2
      developer revenue share formula, such as the formula you provided in your
October 13,
      2020 response to comment 28.
Form 10-Q for the Quarterly Period Ended September 30, 2022
Our Financial Model, page 31

2.    In your response to prior comment 4 you state that you can track the
amount of Bonus
      Cash in "prior winnings" and that the remainder of the prior winnings
represents Cash,
      which includes cash from cash deposits and Bonus Cash won from another
user that has
      become    real cash.    Please explain how you determine the amount of
cash included in
      "prior winnings" or clarify whether you back into both the amount of cash
deposits and
      Bonus Cash won from another user that has become real cash in determining
the amount
      of "cash" included in prior winnings. In addition, describe how you track
cash, including
      new deposits, cash paid entries returned to a winning player, and the
cash prize in excess
      of the paid entry fee, for determining the amount of the player liability
account.
3.    In your February 10, 2023 response to comment 3 you define the "cash
deposits"
      component of GMV as "currency deposits into the end-user   s Skillz
account during the
      respective period." Please describe in detail how cash from cash deposits
included in
      prior winnings differs from the cash deposits component of GMV. To the
extent that the
      the cash deposits component of GMV in the table provided in your response
does not
      represent the total amount of new cash deposits made during the period,
regardless of
      whether a player wins or loses a competition, please revise your
disclosure to clarify as
      such.
        You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3499 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
these comments.



                                                           Sincerely,
FirstName LastNameAndrew Paradise
                                                           Division of
Corporation Finance
Comapany NameSkillz Inc.
                                                           Office of Technology
March 27, 2023 Page 2
cc:       Steven J. Gavin, Esq.
FirstName LastName