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                                                             March 1, 2019

Logan Green
Chief Executive Officer
Lyft, Inc.
185 Berry Street, Suite 5000
San Francisco, California 94107

       Re: Lyft, Inc.
           Amendment No. 2 to
           Draft Registration Statement on Form S-1
           Submitted February 25, 2019
           CIK No. 0001759509

Dear Mr. Green:

      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.

Draft Registration Statement on Form S-1

The dual class structure of our Class A common stock has the effect, page 55

1.     Please disclose the percentage of outstanding shares that Class B
holders must keep to
       continue to control the outcome of matters submitted to stockholders.
2.     Given that your Co-Founders will hold all issued and outstanding Class B
common stock
       and this class has 20 votes per share, please clarify whether you will
be a "controlled
       company" under Nasdaq listing rules after the offering. If so, add a
risk factor discussing
       the scope of the controlled company exemption from corporate governance
standards.
 Logan Green
Lyft, Inc.
March 1, 2019
Page 2
Risks Related to Ownership of Our Class A Common Stock
If you purchase our Class A common stock in this offering, you will incur
immediate and
substantial dilution, page 58

3.    Please disclose that future issuances of Class B common stock may be
dilutive to Class A
      stockholders.
Management
Board Diversity, page 152

4.    Refer to your response to comment 21 in our letter dated February 1,
2019. Please clarify
      whether your nominating and corporate governance committee has a policy
with regard to
      consideration of diversity in identifying director nominees. If so,
describe how this policy
      is implemented and how the committee assesses its effectiveness. Refer to
Item
      407(c)(2)(vi) of Regulation S-K and, for guidance, Regulation S-K
Compliance and
      Disclosure Interpretation 116.11.
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaw
Provisions
Exclusive Forum, page 188

5.    Refer to your response to comment 2 and your disclosure that nothing in
your amended
      and restated bylaws precludes stockholders that assert claims under the
Securities Act
      from bringing such claims in state or federal court. Your disclosure does
not appear to be
      consistent with the carve-out language in Article XI. We note that
Section 22 of the
      Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
      brought to enforce any duty or liability created by the Securities Act or
the rules and
      regulations thereunder. Please revise your bylaws to state that the
provision does not
      apply to claims under the Securities Act.
       You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or
Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact J.
Nolan McWilliams,
Attorney-Advisor, at (202) 551-3217 or Anne Nguyen Parker, Assistant Director,
at (202) 551-
3611 with any other questions.



                                                            Sincerely,
FirstName LastNameLogan Green
                                                            Division of
Corporation Finance
Comapany NameLyft, Inc.
                                                            Office of
Transportation and Leisure
March 1, 2019 Page 2
cc:       Rezwan Pavri, Esq.
FirstName LastName
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