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                 November 30, 2022

       Angus Pacala
       Chief Executive Officer
       Ouster, Inc.
       350 Treat Avenue
       San Francisco, CA 94110

                                                        Re: Ouster, Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed November 23,
2022
                                                            File No. 333-268556

       Dear Angus Pacala:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

              Please refer to Rule 461 regarding requests for acceleration. We
remind you that the
       company and its management are responsible for the accuracy and adequacy
of their disclosures,
       notwithstanding any review, comments, action or absence of action by the
staff.

               Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447,
or in his absence, Jan
       Woo, Legal Branch Chief, at (202) 551-3453, with any questions. If you
require further
       assistance, please contact Larry Spirgel, Office Chief, at (202)
551-3815.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              Drew Capurro