United States securities and exchange commission logo

                             September 30, 2021

       Sytse Sijbrandij
       Chief Executive Officer
       GitLab Inc.
       268 Bush Street #350
       San Francisco, CA 94104

                                                        Re: GitLab Inc.
Statement on Form S-1
                                                            Filed September 17,
                                                            File No. 333-259602

       Dear Mr. Sijbrandij:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Dilution, page 68

   1.                                                   Please supplementally
show us how you calculated pro forma net tangible book value of
                                                        $309.2 million as of
July 31, 2021.
       Consolidated Financial Statements
       13. Joint Venture and Spin-off, page F-30

   2.                                                   We note your disclosure
on page F-30 that JiHu has $19.2 million in cash as of July 31,
                                                        2021 that can only be
used to settle obligations of JiHu. Please tell us how you considered
                                                        the need to separately
account for these amounts as restricted cash within your financial
                                                        statements. Please
refer to Rule 5-02(1) of Regulation S-X, ASC 230-10-50-8, and ASC
 Sytse Sijbrandij
GitLab Inc.
September 30, 2021
Page 2

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

        You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other

FirstName LastNameSytse Sijbrandij
                                                           Division of
Corporation Finance
Comapany NameGitLab Inc.
                                                           Office of Technology
September 30, 2021 Page 2
cc:       Ryan Mitteness, Esq.
FirstName LastName