SecProbe.io

September 10, 2013

Via E -Mail
Peter Gassner
President, Chief Executive Officer and Director
Veeva Systems , Inc.
4637 Chabot Drive, Suite 210
Pleasanton, California 94588

Re: Veeva Systems, Inc.
Confidential Dr aft Registration Statement No. 4  on Form S -1
Submitted on August 26, 2013
  CIK 0001393052

Dear Mr. Gassner:

We have rev iewed your letter dated August 26 , 2013, and the above -referenced draft
registration statement , and have the following comments.  Where we reference prior comments,
we are referring to our letter dated August 16, 2013 .

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

Revenues

Fiscal 2013 compared to Fiscal 2012, page 55

1. We have reviewed your response to prior comment 5  and the expanded disclosure .  Your
disclosure still does not appear to provide an analysis , including quantification , of the
factors  that contributed to the increase in  revenue period over period.   For example, we
note that you identify the percentage of subscription services revenue from North
America period over period, but provide no analysis of why this percentage changed
period over period.   We continue to note that your subsc ription services revenues
increased 125% in 2013 compared to 2012 and your professional services and other
revenues increased 96% over this same period.   Please provide an analysis and
quantification of the material factors that impacted your revenue.   Your response
indicates that non -CRM solutions provided a modest contribution in the periods
presented.   It would appear this information would be important to the understanding of
an investor.   Please tell us your consideration of discussing the number of cu stomers or
average revenue per customer to quantify the increases in revenue.   Similar concerns
apply to your interim disclosures on page 52 and Fiscal 2012 compared to Fiscal 2011
disclosures on page 55.   Refer to Item 303(a)(3)(iii) of Regulation S -K and  Section III.D
of SEC Release No. 33 -6835.

Peter Gassner
Veeva Systems, Inc.
September 10, 2013
Page 2

 Critical Accounting Policies and Estimates

Stock -Based Compensation

Common Stock Valuations, page 66

2. We note your response to prior comment 7.   Please provide a more detailed analysis to
support your reevalua tion to consider utilizing the January 31, 2013 valuation for your
March 2013 issuances.   In this regard, we note that you granted 13,448,499 stock options
in March 2013 compared to 350 ,500 options in February 2013 and  487,000 options in
May 2013.

3. We n ote on page 71 that the April 30, 2013 valuation took into account your February 14,
2013 announcement of the new Approved Email solution and that you had taken steps to
begin the process of the initial public offering.   Please explain why the February
Approved Email announcement had a notable impact on your April 30, 2013 valuation
but apparently was not considered in your March 2013 valuation.    Please explain what
steps you had undertaken toward the initial public offering through March 2013.    Also
tell us what additional steps were then taken through the April 30, 2013 valuation date
that impacted the 46% increase in fair value from the March grants to the May grants.

 You may contact Ryan Rohn, Staff Accountant, at (202) 551 -3739, or Craig Wilson, Sen ior
Assistant Chi ef Accountant , at (202) 551 -3226  if you have questions regarding comments on the
financial statements and related matters.  Please contact  Ivan Griswold, Staff Attorney , at (202) 551 -
3853 or, in his absence, me at (202) 551 -3488 with any  other questions.

Sincerely,

 /s/ Matthew Crispino

Matthew Crispino
        Staff Attorney

cc: Via E -Mail
 Brian C. Patterson, Esq.
 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP