August 9, 2019

John Foley
Chief Executive Officer
Peloton Interactive, Inc.
125 West 25th Street
11th Floor
New York, NY 10001

       Re: Peloton Interactive, Inc.
           Amended Draft Registration Statement on Form S-1
           Submitted July 26, 2019
           CIK No. 0001639825

Dear Mr. Foley:

       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
response.

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

Amended Draft Registration Statement on Form S-1

Selected Consolidated Financial and Other Data
Non-GAAP Financial Measures, page 58

1.     We note your response to comment 2 and appreciate your time addressing
our questions in
       our telephone conference August 6th. Based on our understanding, content
costs for past
       use represent costs incurred stemming from the use of unlicensed music.
These costs are
       a component of your cost of revenues and have been incurred in each of
the periods
       presented. We believe that content costs for past use should not be
reflected as an
       adjustment to your non-GAAP measures. Please revise your disclosures
accordingly
       throughout your registration statement.
 John Foley
Peloton Interactive, Inc.
August 9, 2019
Page 2
         Please expand your description of these costs in the notes to your
financial statements and
         elsewhere as appropriate to clarify, as stated in your response, that
while you have entered
         into numerous agreements with all the major record labels and
publishers and other rights
         holders, your archived library may continue to include music for which
certain rights or
         fractional interests have not been fully licensed.

         We also note that portion of your response regarding the opaque nature
of the music rights
         landscape, related risk factor disclosure and that content costs for
past use may no longer
         be incurred as early as December 31, 2020 but potentially later.
Please tell us how you
         have complied with ASC 450-50-2 with regard to unlicensed music.
        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
statement.

        You may contact Donna Di Silvio, Staff Accountant, at 202-551-3202 or
Bill Thompson,
Accounting Branch Chief, at 202-551-3344 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jennifer Lopez-Molina,
Staff Attorney,
at 202-551-3792 or Lilyanna Peyser, Special Counsel, at 202-551-3222 with any
other questions.



FirstName LastNameJohn Foley                                   Sincerely,
Comapany NamePeloton Interactive, Inc.
                                                               Division of
Corporation Finance
August 9, 2019 Page 2                                          Office of
Consumer Products
FirstName LastName