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                            March 1, 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 February 10, 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 January 11,
       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 64

   1.                                                   You state in your
response to prior comment 3 that when Bonus Cash is lost by an end
                                                        user, that is the point
at which you have paid or incurred the cost of the Bonus Cash.
                                                        Please clarify for us
whether end-user incentives are only recognized once. For example,
                                                        if you newly issue
Bonus Cash under one of your End-user Incentive Programs and the
                                                        end-user uses the Bonus
Cash to play a game and wins, tell us whether you recognize
                                                        sales and marketing
expense or a reduction of revenue for the player's use of the Bonus
                                                        Cash at that time. If
the player uses the Bonus Cash from the prior winnings to play more
 Andrew Paradise
FirstName
Skillz Inc. LastNameAndrew Paradise
Comapany
March       NameSkillz Inc.
        1, 2023
March2 1, 2023 Page 2
Page
FirstName LastName
         games and continues to win, tell us if any expense or contra-revenue
is recognized with
         each subsequent entry. To the extent you only recognize the cost of
the end-user incentive
         (i.e. as sales and marketing expense or contra revenue) at the point
the Bonus Cash is lost
         in game play, please tell whether revenue related to such Bonus Cash
is also only
         recognized when Bonus Cash is ultimately lost in game play and explain
how this is
         supported in the examples provided in your response. Alternatively, if
the cost of Bonus
         Cash is recognized each time it is used in game play, explain how you
determine whether
         to classify such cost as a reduction of revenue or sales and marketing
expense when
         reused to enter subsequent competitions. If you consider the
accounting treatment applied
         to the initially issued Bonus Cash, tell us how you determined that
Bonus Cash previously
         returned as prior winnings is consistent with the initial
classification and describe the
         methodology used to determine such treatment.
2.       Please explain the recording of "Due from Developer" in the
illustrative examples
         provided in your response to comment 3 and how the developer's share
would be impacted
         by the illustrative examples. In this regard, your revenue recognition
policy states
         that developers    revenue share is calculated solely based upon entry
fees paid by net cash
         deposits received from end-users and end-user incentives are not paid
for by game
         developers.
3.       You disclose here that the company is entitled to revenue share based
on total entry fees
         for paid Competition, "regardless of how they are paid," net of
end-user prizes and other
         costs to provide Monetization Services. Please revise here and
throughout your filing to
         clarify that entry fees used to enter paid competitions can include
net cash deposits, cash
         from prior winnings and end-user incentives. Also, specify that
end-user incentives such
         as Bonus Cash used as entry fees can include both newly issued
end-user incentives and
         Bonus Cash that had been returned from prior winnings.
Form 10-Q for the Quarterly Period Ended September 30, 2022
Our Financial Model, page 31

4.       We note from your response to prior comment 3 that you are revising
statements
         previously made in comments 1 and 3 to your response letters dated
September 1, 2022
         and December 23, 2022, respectively. You now state that you have the
ability to estimate
         the percentage of prior winnings from Bonus Cash versus new cash
deposits included in
         GMV and you provided proposed disclosure for the percentage of 'Prior
Winnings' that
         is Bonus Cash and Cash. Please explain to us how you determine the
percentage of 'Prior
         Winnings' that is Bonus Cash versus Cash as provided in footnote (1)
of your proposed
         disclosure. In this regard, in your September 1, 2022 response you
stated that you do not
         actively monitor the extent to which Bonus Cash is used to enter
multiple future paid
         competitions. Additionally, please reconcile for us the percentages of
Bonus Cash in
         'Prior winnings' and 'End user incentives' to the amount of end user
incentives disclosed in
         your financial statement footnotes. In this regard, in your
correspondence dated
         December 23, 2022 you provided a reconciliation from the 'End user
incentives'
 Andrew Paradise
Skillz Inc.
March 1, 2023
Page 3
      percentage of GMV to the amount of end user incentives disclosed in your
financial
      statement notes. Finally, please revise footnote (3) to the table to
clarify that 'End user
      incentives' includes only newly issued incentives.
5.    You disclose that for the nine months ended September 30, 2022 prizes
consisted of
      approximately 7% Bonus Cash returned to the winning player from their
entry fees, 12%
      cash and less than 1% physical merchandise. Please revise to clarify what
these
      percentages correspond to and how they relate, if at all, to    Prior
winnings    as a
      percentage of GMV and the related foonote (1) as disclosed in the tabular
presentation
      included in your response.
      You may contact Joyce, Senior Staff Accountant, at (202) 551-3449 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 1, 2023 Page 3
cc:       Steven J. Gavin, Esq.
FirstName LastName