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                            February 2, 2023

       Peter McGoff
       Chief Legal Officer
       Rubrik, Inc.
       3495 Deer Creek Road
       Palo Alto, California 94304

                                                        Re: Rubrik, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted December
12, 2022
                                                            CIK No. 0001943896

       Dear Peter McGoff:

              We have reviewed your January 12, 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 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. Unless we note otherwise, our references to prior comments are
to comments in our
       December 27, 2022 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Index to Consolidated Financial Statements, page F-1

   1.                                                   Please revise to
include updated financials. Refer to Rule 3-12 of Regulation S-X.
 Peter McGoff
FirstName
Rubrik, Inc.LastNamePeter McGoff
Comapany2,NameRubrik,
February     2023       Inc.
February
Page  2 2, 2023 Page 2
FirstName LastName
Notes to Consolidated Financial Statements, page F-8

2.       We note your response to prior comment 1 that you concluded that the
transaction with
         Confluera did not meet the definition of a related party transaction
in ASC 850-10-20.
         Notwithstanding that the transactions with Confluera may not be
material, we note that the
         co-founder and chairman of the board of Confluera is your Chief
Executive Officer and a
         member of your board of directors. As such, it appears that Confluera
is a related party.
         Tell us how you considered that the definition of related parties in
ASC 850-10-20 also
         includes other parties that can significantly influence the
transacting parties.
        You may contact Becky Chow, Senior Staff Accountant, at 202-551-6524 or
Melissa
Walsh, Senior Staff Accountant, at 202-551-3224 if you have questions regarding
comments on
the financial statements and related matters. Please contact Mariam Mansaray,
Staff Attorney, at
202-551-6356 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
cc:      Jon Avina