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April 7, 2021

Brad Brubaker
Chief Legal Officer
UiPath, Inc.
90 Park Ave, 20th Floor
New York, New York 10016

Re: UiPath, Inc.
Registration
Statement on Form S-1
Filed March 26,
2021
File No. 333-254738

Dear Mr. Brubaker:

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.

Form S-1 filed March 26, 2021

Prospectus Summary
Summary Consolidated Financial and Other Data, page 16

1. Please revise your per
share pro forma earnings per share presentation to reflect the Series
F financing as it
appears to have a material impact on the number of shares that will
convert to common upon
your initial public offering. Refer to Article 11-01(a)(8) of
Regulation S-X.
Brad Brubaker
FirstName
UiPath, Inc.LastNameBrad Brubaker
Comapany
April NameUiPath, Inc.
7, 2021
April 27, 2021 Page 2
Page
FirstName LastName
Dilution, page 69

2. Please provide us with the calculations that support your pro forma
net tangible book
value and tell us how you factored deferred contract acquisition costs
into your
calculations. To the extent you did not consider such assets to be
intangible assets, please
explain or revise your calculations as necessary.
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 Rebekah Lindsey, Senior Staff Accountant, at (202)
551-3303 or
Kathleen Collins, Accounting Branch Chief at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.



Sincerely,

Division of
Corporation Finance
Office of
Technology