United States securities and exchange commission logo

                            November 20, 2020

       Rajeev K. Goel
       Chief Executive Officer
       PubMatic, Inc.
       3 Lagoon Drive, Suite 180
       Redwood City, California 94065

                                                        Re: PubMatic, Inc.
Statement on Form S-1
                                                            Filed November 13,
                                                            File No. 333-250077

       Dear Mr. Goel:

              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

       Summary Consolidated Financial Data, page 12

   1.                                                   Please revise your
disclosure here and on page 58 to include pro forma net income per
                                                        share as reflected on
pages F-4 and F-29.
       Consolidated Balance Sheets, page F-2

   2.                                                   Please revise the
convertible preferred and common stock line item captions to also
                                                        disclose the quantity
of issued and outstanding shares on a pro forma basis.
 Rajeev K. Goel
FirstName LastNameRajeev K. Goel
PubMatic, Inc.
Comapany 20,
November   NamePubMatic,
               2020       Inc.
Page 2    20, 2020 Page 2
FirstName LastName
Notes to Consolidated Financial Statements
Note 16     Subsequent Events, page F-34

3.       Please disclose the expected impact the October 2020 option grant will
have on your
         financial statements, if material. Refer to ASC 855-10-50-2.
        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 Frank Knapp, Staff Accountant, at (202) 551-3805 or
Christine Dietz,
Senior Staff Accountant, at (202) 551-3408 if you have questions regarding
comments on the
financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at
(202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other


                                                             Division of
Corporation Finance
                                                             Office of
cc:      Nicolas Dumont