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                              February 22, 2021

       Jeffrey N. Maggioncalda
       Chief Executive Officer
       Coursera, Inc.
       381 E. Evelyn Ave.
       Mountain View, CA 94041

                                                        Re: Coursera, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted February
5, 2021
                                                            CIK No. 0001651562

       Dear Mr. Maggioncalda:

             We have reviewed your amended draft 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 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. References to our prior comments refer to our letter dated
February 3, 2021.

       Form S-1/A DRS filed February 5, 2021

       Prospectus Summary, page 1

   1.                                                   We note your response
to prior comment 2 regarding how you calculate Learners and
                                                        Registered Learners.
With respect to Registered Learners, please clarify how you
                                                        determine whether any
Registered Learners are active users of your platform. It is not
                                                        clear, for example, if
a Learner that registered years ago and had not logged on or been a
                                                        paid user for years
would still be included in these amounts. Further, please clarify that
                                                        the Registered Learners
measure is not a measure of active engagement.
 Jeffrey N. Maggioncalda
FirstName  LastNameJeffrey N. Maggioncalda
Coursera, Inc.
Comapany22,
February   NameCoursera,
             2021        Inc.
February
Page  2 22, 2021 Page 2
FirstName LastName
Risk Factors
Our amended and restated charter that will be in effect upon the closing of
this offering will
designate the Court of Chancery    , page 67

2.       We note your response to prior comment 3 regarding your exclusive
forum provision.
         Please clarify whether derivative lawsuits that are based on Exchange
Act claims would
         be subject to the exclusive forum provision and if they would be heard
in District of
         Delaware in federal court.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non GAAP Financial Measures, page 90

3.       With respect to each non-GAAP measure, disclose with equal or greater
prominence the
         most directly comparable financial measure calculated and presented in
accordance with
         GAAP. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
Results of Operations
Comparison of Years ended December 31, 2019 and 2020, page 94

4.       We note that you added a discussion of several key metrics that
address trends in the
         number of Enterprise customers. However, the presentation still does
not explain how
         your revenues are impacted by changes in the average number of seats
per subscription or
         the price per seat for these subscriptions. Please expand the
discussion of revenues to
         clearly explain the changes in revenues due to price and volume
changes for each of your
         segments. Refer to Financial Reporting Codification 501.04 for
guidance.
Financial Statements
Note 9. Stockholders' Deficit, page F-24

5.       Refer to your response to comment 21. We note that you issued $130
million of Series F
         preferred shares for $17.00 per share at the time of the June 2020
valuation. Please
         supplementally confirm the date of issuance of this series of
preferred shares and the share
         price received. Due to the proximity of this preferred stock issuance,
which terms require
         a one-for-one conversion into common stock at the time of an IPO, and
your decision to
         pursue an IPO a few months subsequent the issuance, it appears that
this issuance of
         preferred shares would provide an important basis for determining the
fair value of your
         common stock at the time. Please tell us, in detail, why this was only
used as a
         reasonableness check against the PWERM approach and not used as an
indication of the
         fair value of your common stock at the time of issuance for your June
2020 valuation and
         the reason why this issuance did not have a greater impact on your
determination of fair
         value as of September 2020, which you determined to be only $15.17.
 Jeffrey N. Maggioncalda
FirstName  LastNameJeffrey N. Maggioncalda
Coursera, Inc.
Comapany22,
February   NameCoursera,
             2021        Inc.
February
Page  3 22, 2021 Page 3
FirstName LastName
        You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Technology
cc:      Davina K. Kaile, Esq.