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                             November 16, 2023

       Peter Jackson
       Chief Executive Officer
       Flutter Entertainment plc
       Belfield Office Park, Beech Hill Road
       Clonskeagh, Dublin 4, D04 V972
       Ireland

                                                        Re: Flutter
Entertainment plc
                                                            Draft Registration
Statement on Form 20-F
                                                            Submitted October
20, 2023
                                                            CIK No. 0001635327

       Dear Peter Jackson:

                                                        We have reviewed your
draft registration statement and have the following comments.

              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 a comment applies 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 this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form 20-F

       Overview, page ii

   1.                                                   To provide further
context to your disclosure regarding the Group   s financial growth
                                                        engine, please revise
to clarify the time period over which you are discussing these
                                                        expectations in light
of your current financial condition and results of operations for the
                                                        periods presented. In
addition, address the following:
                                                            When referring to
"margins" and "profitability" clarify the specific measures to which
                                                            you are referring.
To the extent you are referring to non-GAAP measures, ensure you
                                                            balance such
disclosure with discussion of the comparable GAAP measures.
                                                            Explain further
your expectation for rapid U.S. growth to drive accretion in the
                                                            Group's
profitability margin. In this regard, we note the U.S. segment experienced
                                                            significantly lower
Adjusted EBITDA Margins compared to your other geographic
                                                            segments for the
periods presented.
 Peter Jackson
Flutter Entertainment plc
November 16, 2023
Page 2
                When you discuss the expectation of driving earnings per share
growth, discuss your
              net losses per share for the periods presented.
                Regarding expectation for "rapid deleveraging" discuss your
current debt load and the
              significant increase in borrowings from December 31, 2021 to
December 31, 2022.
2.       You state here and elsewhere that you are the world   s largest online
sports betting and
         iGaming operator. Please revise to disclose the basis for this
statement.

Risk Factors
"In connection with our preparation for complying with the Sarbanes-Oxley Act,
we have
identified deficiencies in our internal control...", page 47

3.       We note you have identified material weaknesses in your internal
control over financial
         reporting. Please revise to disclose the timing of remediation
activities and clarify what
         remains to be completed in your remediation efforts. Also, disclose
any material costs you
         have incurred or expect to incur related to remediation.
Item 4. Information on the Company
B. Business Overview, page 57

4.       Please reconcile the Average Monthly Players (AMPs) information
provided on page 60
         for your sportsbook, iGaming and Other products on page 60 to total
AMPs discussed
         elsewhere in the filing and explain any differences. For example,
sportsbook, iGaming and
         Other products AMPs disclosed on page 60 total 14.5 million at June
30, 2023 compared
         to 12.3 million disclosed elsewhere (i.e. pages ii, 57 and 80).
5.       We note your disclosure that you "intend to return to shareholders
capital that cannot be
         effectively deployed through organic investment or value creative
M&A." Please revise
         to clarify whether you have any specific plans in place to return
capital to shareholders
         such as through dividends, share buybacks or other programs and the
details of those
         plans.
6.     We note that your Positive Impact Plan strategy includes a
"comprehensive DE&I
       strategy", "corporate social responsibility initiatives", and plans to
"to reduce [y]our
       environmental impact through...carbon reduction strategies and
transition plans." Please
       revise here and elsewhere as appropriate to provide a more complete
discussion regarding
       each component of your Positive Impact Plan. As part of your disclosure,
discuss with
FirstName LastNamePeter Jackson
       specificity what steps have been taken and plans implemented for each
component. To
Comapany    NameFlutter
       the extent aspectsEntertainment
                          of the Positiveplc
                                          Impact Plan are aspirational in
nature, please provide
       appropriate
November    16, 2023disclosure.
                     Page 2
FirstName LastName
 Peter Jackson
FirstName  LastNamePeter
Flutter Entertainment plc Jackson
Comapany 16,
November    NameFlutter
                2023     Entertainment plc
November
Page  3    16, 2023 Page 3
FirstName LastName
Item 5. Operating and Financial Review and Prospects
Non-GAAP Measures, page 82

7.       You state that your non-GAAP measures of Adjusted EBITDA and Adjusted
EBITDA
         Margin enable a "better" comparison of your performance across periods
and
         provide visibility to the performance of your business by excluding
the impact of certain
         income or gains and expenses or losses. On page 98 you state that the
exclusion of certain
         items is "necessary to provide a full understanding" of your core
operating results and as a
         means to evaluate period-to-period results. Please revise to avoid
statements that imply
         your non-GAAP financial measures provide more meaningful information
compared to
         your GAAP financial measures. Also, describe why you believe excluding
certain items
         provides additional useful information for assessing the company   s
performance.
8.       When quantifying and discussing Adjusted EBITDA Margin for the
consolidated Group,
         please revise to disclose GAAP net loss margin with equal or greater
prominence. In this
         regard, revise the table on page 87 to include GAAP net loss margin
information. Also,
         revise your disclosures on pages 88 and 90 to include a discussion of
GAAP net loss
         margin and the factors impacting the change in such measure before
your discussion of
         Adjusted EBITDA Margin. Refer to Item 10(e)(1)(A) of Regulation S-K
and Question
         102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
         Interpretations.
Key Operational Metrics, page 83

9.       Please revise to clarify whether AMPs includes unique players or
whether a player can be
         counted more than once in this measure. Also, clarify whether AMPs
includes players
         who placed and/or wagered stake and/or contributed to rake or
tournament fees using only
         new player or player retention incentives, and if so, revise to
quantify the impact of
         including such players in this metric, if material. Refer to Item 5 of
Form 20-F and
         Section I of SEC Release No. 33-10751.
10.      You refer to stakes and sportsbook net revenue margin as key
operational metrics related
         to your sportsbook products only, while AMPs includes players for both
your sportsbooks
         and iGaming products. Please address the following as it relates to
your key operational
         metrics:
             Provide us with a breakdown of AMPs between sportsbooks and
iGaming players by
             segment for each period presented. In an effort to add further
context to your key
             operational metrics, tell us your consideration to include this
breakdown in the filing
             or explain why you do not believe such information is necessary to
an understanding
             of your business.
             Tell us why you do not present stakes or similar metric for your
iGaming products
             and if available, provide us this information by segment for each
period presented.
             Tell us, and revise to disclose, how you monitor your ability to
grow player value for
             your sportsbook products. For example, tell us your consideration
to include
 Peter Jackson
FirstName  LastNamePeter
Flutter Entertainment plc Jackson
Comapany 16,
November    NameFlutter
                2023     Entertainment plc
November
Page  4    16, 2023 Page 4
FirstName LastName
              measures such as amounts wagered per sportsbook player, revenue
per sportsbook
              player, etc.
                Similarly tell us how you monitor your ability to grow player
value for
              iGaming products or what measures besides AMPs you use for such
products and
              revise to include a quantified discussion of such metrics for
each period presented.
item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 126

11.      Please disclose the natural persons that hold investment and/or voting
power of the shares
         owned by The Capital Group Companies, Inc., Caledonia (Private)
Investments Pty
         Limited, BlackRock Inc., and Parvus Asset Management Europe Limited.
Refer to Item
         7.A of Form 20-F.
Unaudited Condensed Consolidated Financial Statements
Note 18. Subsequent Events, page F-25

12.      Please tell us when you recorded the acquisition of the redeemable
noncontrolling interest
         of Junglee Games, which you disclose was completed in July 2023. In
this regard, we note
           75 million acquisition of redeemable non-controlling interests is
included in
         the Statements of Changes in Shareholders' Equity and Redeemable
Non-Controlling
         Interests for the six months ended June 30, 2023. In addition,
disclose the date through
         which you evaluated subsequent events and whether this was the date
the financial
         statements were issued or available to be issued. Refer to ASC
855-10-50-1.
Note 2. Summary of Significant Accounting Policies
Player deposits - cash and cash equivalents, page F-34

13.      We note your disclosure that player deposits are held for customers
and do not belong to,
         and are not at the disposal of, the Group. Please revise to clarify
whether the company has
         legal ownership to player deposits. Also, tell us how you determined
that the funds
         collected as well as the player deposit liability should be reflected
on your consolidated
         balance sheet. Provide the accounting guidance considered to supports
your conclusions.
Revenue recognition, page F-37

14.      We note that sportsbook and iGaming revenues represent the net win or
loss from a
         sporting event or game, net of new player incentives and player
retention incentives.
         Please describe for us the nature and terms for both new player
incentives and player
         retention incentives and your determination that such incentives
should be netted against
         the respective revenues. As part of your response tell us the amount
of player incentives
         for each period presented, separately for the applicable sportsbook
and iGaming revenues.
15.      Please describe for us the various services provided for each of your
draw based National
         Numeric Totalizer Gaming (NTNG) and instant lottery games and the
basis for
         your determination that the services provided in such arrangements are
a single
 Peter Jackson
Flutter Entertainment plc
November 16, 2023
Page 5
       performance obligation. In addition, describe for us your basis for
recognizing revenue
       upon execution of the draw for NTNG products and upon delivery of
instant tickets to a
       retailer for instant lottery games. In your response, please tell us the
amount of
       revenue generated from these lottery services for each period presented.
Refer to ASC
       606-10-25-19 and 25-30.
General

16.    We note that your ADR currently trades on the OTC Markets under the
symbol
       "PDYPY." Please provide a discussion of the existence of such ADR where
relevant.
17.    We note that you received notice of a cybersecurity incident on August
15, 2023, and that
       you    do not expect that this incident will have a material impact on
our operations or
       financial results.    Please explain how you reached this conclusion or,
to the extent you
       have been materially impacted by a cybersecurity breach, please include
a description of
       the incident, costs, and other consequences in an appropriate risk
factor.
       Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at
202-551-3499 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kyle Wiley at 202-344-5791 or Matthew Derby at 202-551-3334 with any
other
questions.



                                                           Sincerely,
FirstName LastNamePeter Jackson
                                                           Division of
Corporation Finance
Comapany NameFlutter Entertainment plc
                                                           Office of Technology
November 16, 2023 Page 5
cc:       Joshua Bonnie
FirstName LastName