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                           July 15, 2020

       William Ackman
       Chief Executive Office
       Pershing Square Tontine Holdings, Ltd.
       787 Eleventh Avenue, 9th Floor
       New York, NY 10019

                                                        Re: Pershing Square
Tontine Holdings, Ltd.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed July 13, 2020
                                                            File No. 333-239342

       Dear Mr. Ackman:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
9, 2020 letter.

       Amendment No. 2 to Registration Statement on Form S-1 filed July 13,
2020

       Valuation of Sponsor Warrants, page 173

   1.                                                   We note your response
to comment 13 and revised disclosure starting on page 173. Please
                                                        provide additional
disclosure about the assumptions underlying the valuation of the
                                                        Sponsor Warrants. For
example, please disclose:
                                                            the estimated
volatility of the post-combination company;
                                                            the range of equity
values of the initial business combination used to determine the
                                                            number of shares
issuable upon exercise of the Sponsor Warrants, and the amount of
                                                            reductions and
increases in proceeds you assumed for stockholder redemptions,
                                                            forward purchase
agreements, PIPEs and other equity capital, and the basis for these
                                                            assumptions;
 William Ackman
Pershing Square Tontine Holdings, Ltd.
July 15, 2020
Page 2
                the factor which took into account that the probability of
consummating an initial
              business combination was less than 100%, the historical
precedents you observed and
              the adjustments you made to account for your larger size and
smaller universe of
              targets; and
                the illiquidity discount used to account for the three-year
restriction on sale, transfers
              and exercise.
Underwriting, page 191

2.       We note that you have removed the underwriter   s over-allotment
option, as well as
         disclosure regarding naked short positions. We also note that you
continue to refer to
         syndicate covering transactions. Please clarify whether the
underwriters can create
         a naked short position and explain how they would close it out. Please
also disclose when
         a naked short position will be created, for example, if the
underwriters are concerned that
         there may be downward pressure on the price of the shares in the open
market after
         pricing that could adversely affect investors who purchase in the
offering.
       You may contact Babette Cooper at 202-551-3396 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Pamela Long at 202-551-3765 with any
other
questions.



FirstName LastNameWilliam Ackman                                 Sincerely,
Comapany NamePershing Square Tontine Holdings, Ltd.
                                                                 Division of
Corporation Finance
July 15, 2020 Page 2                                             Office of Real
Estate & Construction
FirstName LastName