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SEC Response Letter

 March 27, 2012

 VIA EDGAR AND HAND DELIVERY

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attention:

 Barbara C. Jacobs, Assistant Director

 Evan S. Jacobson, Attorney-Advisor

 Kathleen Collins, Accounting Branch
Chief

 Melissa Kindelan, Staff Accountant

 Re:

 Facebook, Inc.

Amendment No. 2 to Registration Statement on Form S-1

 Filed March 7, 2012

 File
No. 333-179287

 Ladies and Gentlemen:

We are submitting this letter on behalf of Facebook, Inc. (the “Company” or
“Facebook”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated March 22,
2012 relating to Amendment No. 2 (“Amendment No. 2”) to the Company’s Registration Statement on Form S-1 (Registration No. 333-179287) filed with the Commission on March 7, 2012 (the
“Registration Statement”). Amendment No. 3 to the Registration Statement (“Amendment No. 3”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. We have also enclosed with the copy of this letter that is being transmitted via overnight delivery eight (8) copies of Amendment No. 3 in
paper format, which have been marked to show changes from Amendment No. 2. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update other disclosures.

Prospectus Summary

The Offering, page 7

 Securities
and Exchange Commission

 March 27, 2012

 Page 2

1.
 Please tell us what contractual agreements you are referencing in your response to prior comment 9, and the parties to the agreements. In
addition, please clarify in the first bullet point on page 9 that the conversion is pursuant to contractual agreements.

 In response to the Staff’s comment, the Company advises the Staff that it has entered into letter agreements with affiliates of Accel Partners (Accel IX L.P., Accel IX Strategic Partners L.P., Accel
Investors 2005 L.L.C. and the James W. Breyer 2005 Trust dated March 25, 2005) and Rivendell One LLC providing for the conversion of an aggregate of 223,822,794 shares of the Company’s Class B common stock into an equivalent number of
shares of Class A common stock in connection with the Company’s initial public offering regardless of whether such shares of Class A common stock are sold by such stockholders in the Company’s initial public offering. The Company
has revised the disclosure in the first bullet point on page 9 of Amendment No. 3 to indicate that such conversion is pursuant to contractual agreements.

 Risk Factors

 “We currently generate significant revenue as a
result of our relationship…,” page 19

2.
 Your response to prior comment 13 states that for the fourth quarter of 2011, ads shown to users using Zynga apps on Facebook contributed less
than 5% of your total revenues. Please tell us whether this is in addition to the percentage of your revenue derived from payments processing fees related to Zynga’s sale of virtual goods and from direct advertising purchased by Zynga. In
addition, please tell us the annual percentage of revenue contributed by ads shown to users using Zynga apps on Facebook.

 The Company advises the Staff that the contribution (of less than 5% in the fourth quarter of 2011) to revenue from ads shown to users using Zynga apps on Facebook is in addition to revenue derived from
payments processing fees related to Zynga’s sale of virtual goods and direct advertising purchased by Zynga. The Company estimates that revenue from ads shown to users using Zynga apps on Facebook was approximately 7% of revenue for 2011.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Trends in Our User Metrics, page 47

3.
 We note your response to prior comment 36. Please consider providing average revenue per MAUs over the periods presented for each geographic
region presented. In addition, discuss any related material trends in the average amount of revenue that you have been able to generate per user.

The Company advises the Staff that management does not rely on calculations of average revenue per MAU, whether by
geography or in the aggregate, to monitor revenue or evaluate

 Securities
and Exchange Commission

 March 27, 2012

 Page 3

business performance. Instead, management focuses on overall growth in users and user engagement and overall revenue in evaluating the business. The Company believes the metrics provided in the
Registration Statement including MAUs, DAUs, revenue, revenue by geography, MAUs and DAUs by geography, and Mobile MAUs, as well the trends associated with these metrics that are discussed in the Registration Statement, offer a detailed picture of
the Company’s business, are consistent with the metrics used by management to make decisions and evaluate business performance, and are consistent with the level of disclosure provided by peer companies in the industry. The Company also notes
that, although average revenue per user could be calculated from the data currently disclosed in the Registration Statement, it believes providing such calculations would not be consistent with the level of importance the Company places on average
revenue per user in managing its business.

 Monthly Active Users (MAUs), page 47

4.
 In your response to prior comment 35, you discuss issues associated with the presence of proxy servers, such as the location of
Blackberry’s proxy servers in Canada. Given that mobile users are included in your MAUs and DAUs, please explain to us how you determined that your presentation of MAUs and DAUs by geography does not overstate, for example, Canadian users. Your
response also states that multiple counting by geography is not reflected in any of the metrics presented in the registration statement. Please explain to us how you determined that your metrics are not overstated, and disclose how a user who
engages in multiple measurable actions in different geographies during the monthly or daily period is counted towards your metrics.

 The Company’s methodology for estimating the location of a MAU or DAU incorporates a variety of signals about the user’s location including the user’s friends’ locations, the IP
addresses of recent user activity (weighted more heavily for more recent activity), and, if available, the hometown and current city that the user has shared with Facebook. These signals are used to assign each MAU or DAU to a single location for
each period presented; as a result, each user is only counted once in the overall MAU and DAU numbers and each user is assigned to only one geographic region in the metrics disclosed in the Registration Statement. Because the Company uses a variety
of factors to estimate geography for each user and since the number of mobile-only users is relatively small, the Company believes its methodology in aggregate provides a reasonably accurate measure of user location.

The Company’s methodology for estimating the location of a mobile MAU or DAU is based on IP address and is therefore
susceptible to issues such as proxy servers based in different geographies other than a user’s actual location. The potential impact of the overall MAU and DAU metrics has been noted on page 35 of Amendment No. 3 and, in light of the
Staff’s comment, that disclosure has been expanded. Additionally, the Company’s methodology for counting mobile users by geography is different than for overall users in that if a mobile user can be assigned to multiple geographies in a
period, the Company will count the mobile user in each of the geographies in the geographic subtotals which are not included in the Registration Statement

 Securities
and Exchange Commission

 March 27, 2012

 Page 4

but which were included in the Company’s response letter dated March 7, 2012. However, the user will still only count one time in the overall mobile user data (this is why the mobile
user counts for each geography that was provided in response 35 to the response letter dated March 7, 2012 sum to a higher total than the overall mobile user count that was included in the Registration Statement) and the user will only count
one time in the overall user data as well.

 Mobile MAUs, page 49

5.
 We note your response to prior comment 27. Although you do not believe the historic mobile-only MAUs statistics included in your response are
reliable enough to include in your prospectus, you suggest in your response that your data for the period between June 30, 2011 and December 31, 2011 is reliable enough to identify a known trend in 2011. Please include related trend
disclosure in your amended filing.

 In response to prior comment 27, the Company
addressed the drop in estimated mobile-only MAUs from December 31, 2010 to March 31, 2011 as a particular example of a known data inaccuracy in this metric. The Company advises the Staff that it did not intend to suggest in its response to
prior comment 27 that the data for the period between June 30, 2011 and December 31, 2011 is reliable enough to constitute or discuss a known trend in 2011. While the Company is confident in its classification of user activity as personal
computer- or mobile-based for the data presented for December 31, 2011, the Company believes that data before that period is materially affected by then-existing data instrumentation issues resulting in misclassifications in user activity as
personal computer- or mobile-based. The Company does believe, given the global trend of increasing mobile usage and mobile usage trends since December 31, 2011, that it is highly likely that mobile-only users increased in the period leading up
to December 31, 2011 and has revised the disclosure on page 49 of Amendment No. 3 to reflect this belief on a qualitative basis.

6.
 You state in your response to prior comment 35 that you have not included data with respect to Mobile MAUs by geography because you are not
sufficiently confident in the accuracy of this metric. Please add relevant disclosure if you are aware of any material trends in Mobile MAUs by geography. For example, are your Mobile MAUs increasing as a percentage of your MAUs in particular
regions where use of personal computers is less prevalent?

 In response to the
Staff’s comment, the Company has revised the disclosure on page 49 of Amendment No. 3 to disclose the countries where it experienced the most significant growth in mobile MAUs. The Company advises the Staff that it does not believe it can
identify any additional material trends from the information, and notes that it has observed growth in mobile MAUs from countries in which use of personal computers is prevalent, such as in the United States, as well as countries where personal
computer use is less prevalent, such as Mexico.

 Factors Affecting Our Performance

Share-based Compensation Expense, page 52

 Securities
and Exchange Commission

 March 27, 2012

 Page 5

7.
 You indicate that you will recognize approximately $239 million of additional compensation expense related to Pre-2011 RSUs over the
remaining service periods through 2018. Considering the service condition for a majority of these awards is satisfied over four years, please explain further why you anticipate recognizing the expense for such awards over the next seven years
through 2018. Also, considering your Pre-2011 and Post-2011 RSUs are earned over service periods ranging from four to five years, please clarify why the two-year weighted-average amortization period for the $2,463 million of unrecognized share-based
compensation expense is appropriate.

 The Company advises the Staff that its
Pre-2011 RSUs include two grants awarded to senior employees that have service conditions continuing through 2018. For each of these two grants the Company anticipates recognizing expense through 2018, which is when the underlying service period for
each award expires. One of these awards was granted to a named executive officer and is described in footnote 21 on page 121 of Amendment No. 3.

 The Company also advises the Staff that the weighted-average amortization period for the $2,463 million of total unrecognized amortization expense was determined mathematically by taking the sum of the
proportional amount of the total expected expense for each year times the number of years from December 31, 2011 that the expense was to be incurred. Applying this approach and based on the information contained in the table on page 67 of
Amendment No. 3, the weighted-average amortization period is 1.86 years, which is illustrated in the table below. The Company then rounded this period to two years for purposes of the disclosure that is included in the Registration Statement.
The accelerated attribution method applied for Pre-2011 RSUs significantly shortens the weighted-average amortization period.

2012

2013

2014

2015

Beyond
2015

(in millions)

As disclosed on page 67 of Amendment No. 3:

 Pre-2011 RSUs

$
143

$
63

$
23

$
6

$
4

 Post-2011 RSUs

288

291

298

241

71

 Restricted Shares

14

11

10

3

—

 Stock Options

7

7

5

4

6

 Subtotal

$
452

$
372

$
336

$
254

$
81

 Add: Pro Forma Share-based Compensation Expense (1)

$
968

$
—

$
—

$
—

$
—

 Total Expected Expenses by Year

$
1,420

$
372

$
336

$
254

$
81

$
2,463

Weighted average calculation by the Company:

 Number of Years

1.00

2.00

3.00

4.00

5.00

 Weighting based on expenses by year

58
%

15
%

14
%

10
%

3
%

 Weighted-Average Amortization Period Calculation

0.58

0.30

0.41

0.41

0.16

1.86

(1)
 For purposes of the weighted-average amortization period, the Company has assumed that the $968 million of expense related to Pre-2011 RSUs for
which the service condition had been achieved as of December 31, 2011 will be recognized in 2012.

 Securities
and Exchange Commission

 March 27, 2012

 Page 6

 The Company believes this weighted-average amortization period disclosure is
useful for investors to help illustrate the impact of the timing of the expense.

 Results of Operations

Years Ended December 31, 2009, 2010, and 2011

 Revenue

 2011 Compared to 2010, page 55

8.
 We note your response to prior comment 41. In this section of your amended filing, please disclose that you estimate that approximately
15 million users purchased virtual goods on the Facebook Platform in 2011, and consider disclosing this information for all periods presented.

In response to the Staff’s comment, the Company has revised the disclosure on page 55 of Amendment No. 3. The
Company notes that because Payments were introduced in 2010, it did not provide disclosure for 2009.

 Critical Accounting Policies
and Estimates

 Valuation of Our Common Stock, page 69

9.
 We note your response to prior comment 47 and your revised disclosures regarding changes in the assumptions and the weighting of valuation
methodologies used in determining the fair value of your common stock. However, we continue to believe that you should also discuss any intervening events that explain the changes in the valuations period over period. In this regard, we note that
the valuation increased from $25.54 as of March 31, 2011 to $30.07 as of September 30, 2011 and then decreased to $29.73 as of December 31, 2011. Please disclose the impact of both internal and external events (e.g., changes in market
conditions, revenues, cash flow, new product offerings, etc.) that positively or negatively impacted the estimated fair value of your common stock.

The Company believes that external events had the most significant impact on the changes in the valuations period over
period which include events such as media speculation about the timing of the Company’s initial public offering and investor speculation about the

 Securities
a