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                                                            November 25, 2024

Robin Schulman
Chief Legal Officer
GitLab Inc.
268 Bush Street, #350
San Francisco, CA 94104

       Re: GitLab Inc.
           Form 10-K for the Fiscal Year Ended January 31, 2024
           File No. 001-40895
Dear Robin Schulman:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended January 31, 2024
Consolidated Financial Statements
Nots 13. Income Taxes, page 126

1.     We note your disclosure regarding the bilateral advance pricing
agreement
       negotiations with the IRS and DTA. In anticipation of the agreements,
you recorded
       $ 254.9 million of net tax expense in the year ended January 31, 2024.
With a view
       towards expanded disclosure, please explain to us in detail the facts
and circumstances
       that resulted in the recognition of the charge in fiscal 2024 and the
basis for your
       accounting, referencing the supporting accounting literature. Please
address:
           the details of the Company   s transfer pricing arrangements;
           the nature of your negotiations including what is being asserted by
the IRS and
           the DTA relating to the Company   s transfer pricing arrangements;
           why you did not recognize a liability for unrecognized tax benefits
in an earlier
           period including your assessment of the technical merits of your tax
position; and
           how the technical merits of you position changed in fiscal 2024.
 November 25, 2024
Page 2

        In closing, 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 Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage
at 202-
551-3361 with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
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