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CORRESP
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[Letterhead of Winston & Strawn LLP]

August 10,
2011

 VIA EDGAR AND FEDEX

Mr. Larry
Spirgel

Assistant Director

Division of Corporation Finance

US Securities and Exchange Commission

100 F Street, NE

Mail Stop 3720

Washington, DC 20549-6010

Re:

 Groupon, Inc.

 Registration Statement on Form S-1 filed on June 2, 2011

 Amendment No. 1 filed on July 14, 2011

 Amendment No. 2 filed on August 10, 2011

 File No. 333-174661

 Dear Mr. Spirgel:

        On
behalf of Groupon, Inc. (the "Company"), enclosed for your review is Amendment No. 2 to the Company's Registration Statement on
Form S-1 (Registration No. 333-174661) (the "Registration Statement"), originally filed with the Securities and Exchange Commission
(the "Commission") on June 2, 2011, and amended by Amendment No. 1 to the Registration Statement, filed with the Commission on July 14, 2011. An
electronic version of Amendment No. 2 has been filed concurrently with the Commission through its EDGAR system. The enclosed copy of Amendment No. 2 has been marked to reflect changes
made to Amendment No. 1 to the Registration Statement.

        Set
forth below are the responses of the Company to the comments contained in the Staff's letter to the Company, dated July 22, 2011, relating to the Registration Statement. For
convenience of reference, the text of the comments in the Staff's letter has been reproduced in italicized type herein.

 Prospectus Summary, page 1

 Comment No. 1

        We have considered your response to comment 16 from our letter dated June 29, 2011. Given your
limited operating history, it is unclear why investors would not consider additional information about your subscribers, customers and merchants to be meaningful. Please provide additional context to
your disclosure in the third and fourth bullet points on page 1 by disclosing the number of repeat purchasers and merchants for the periods presented and explain your definition of these
terms.

 Response:

        The Company advises the Staff that it has added repeat customers to the third bullet point on page 1 of the Registration
Statement and has defined this metric to mean any customer who has purchased more than one Groupon from January 1, 2009 (the first date the Company began tracking unique customers) through the
end of any given period. The Company respectfully submits that adding disclosure regarding repeat merchants is not meaningful to investors because it is not the Company's strategic objective to
attract repeat merchants. As stated in the Company's letter to the Staff dated July 14, 2011, in order to promote diversity and variety in its daily deal offerings and in view of the Company's
significant merchant backlog, the Company's general practice to date has been to limit the number of repeat merchants. Accordingly, the Company does not view the number of repeat merchants as a
meaningful proxy of merchant satisfaction or operating success. The Company has added disclosure regarding its general practice with respect to repeat merchants to page 80 of the Registration
Statement.

 Our Strategy, page 2

 Comment No. 2

        We note your response to comment 17 from our letter dated June 29, 2011 and your supplemental
explanation of online marketing expense to acquire the Q2 2010 cohort. In light of the fact that the second quarter 2010 cohort information needs lengthy disclosure to put it into context, including
the risks highlighted in the second bullet point of the first risk factor on page 12, please remove this example from the prospectus summary.

 Response:

        The Company has removed the example from the prospectus summary.

 Key Operating Metrics, pages 8 and 43

 Comment No. 3

        We note your response to comment 18 from our letter dated June 29, 2011. Please revise your
disclosure on pages 8, 43, 48, and 58 to state as explained on page 24 that "subscribers" reflects the total number of subscribers who have completed registrations as of the last day of
the applicable period, regardless of purchase activity, less individuals who have unsubscribed, and could include individuals with multiple registrations.

 Response:

        In response to the Staff's comment, the Company has revised its disclosure on pages 8, 42, 46 and 57.

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 Comment No. 4

        Furthermore, it appears that, upon initially visiting your website at
www.groupon.com, visitors are asked to enter their location and then their e-mail and are not permitted to proceed without providing this information. Upon
entering this information, a visitor becomes a subscriber. Your website does not appear to clearly state how to view information on the website without entering this information and becoming a
subscriber. Please discuss this aspect of your website's operation, including that some of your subscribers may be people who did not know how to visit your website without registering as subscribers
and did not intend to become subscribers.

 Response:

        The Company respectfully advises the Staff that first-time visitors to the Groupon website may view deals without providing
their location and email address by clicking on the Groupon logo in the middle of the browser page. The Company respectfully submits that individuals who do not wish to be or remain subscribers may
unsubscribe at any time. As a result, the Company believes the number of unintentional subscribers is not significant relative to the total number of subscribers.

 Comment No. 5

        We note your response to comment 19 from our letter dated June 29, 2011. It is unclear to us how
you are able to isolate "unique customers" in your measurement of cumulative customers to include only new customers. Additionally, please qualify your count of cumulative customers to state, if true,
that it may include the same individuals with multiple registrations.

 Response:

        The Company respectfully advises the Staff that the Company is able to isolate unique customers in its measurement of cumulative
customers because of the manner in which it tracks the sale of Groupons. Each Groupon sold is catalogued with an identification number unique to the account of the customer who purchased it. As a
result, the Company is able to discern unique customers.

        In
response to the Staff's comment, the Company has revised its disclosure on pages 8, 42, 46 and 57 to state that cumulative customers may include the same individual customers
with multiple registrations.

 Non-GAAP Financial Measures, pages 9 and 43

 Comment No. 6

        We note your response to comment 20. However, we reiterate our belief that the exclusion of online
marketing expenses from your results of operations in your non-GAAP measure is potentially misleading. Please remove this item from your calculation of your non-GAAP
measure.

 Response:

        The Company advises the Staff that it has removed the presentation of the non-GAAP financial measure Adjusted CSOI from the
Registration Statement. Please note that Andrew Mason's letter continues to reference Adjusted CSOI on page 32 of the Registration Statement as a metric the Company tracks internally.

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 Letter from Andrew D. Mason, page 32

 Our customers and merchants are what we care about, page 33

 Comment No. 7

        We note your completely open return policy. Please explain whether this applies to your international
operations as well as your North American operations.

 Response:

        The Company advises the Staff that its open return policy applies to all countries in which it operates.

 Special Note Regarding Forward-Looking Statements and Industry Data, page 34

 Comment No. 8

        We note your response to comment 21 from our letter dated June 29, 2011 and acknowledgement of
your responsibility for the accuracy and completeness of the information in the prospectus. Nevertheless, the first paragraph on page 35 states that information in the prospectus is based on
information from other sources whose accuracy you cannot assure. Revise to remove this qualification.

 Response:

        The Company has the deleted the referenced language on page 34.

 Use of Proceeds, page 36

 Comment No. 9

        We note your response to comment 23 from our letter dated June 29, 2011. Considering your
substantial investment in growth such as your online marketing expenses, please clarify whether the net proceeds of this offering will be used to fund these expenses and growth
initiatives.

 Response:

        The Company advises the Staff that it does not intend to use its net proceeds from this offering to fund online marketing expenses as
the Company believes it has sufficient operating cash flow to fund such expenses during the next 12 months. The Company has clarified its disclosure on page 35 accordingly.

 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 46

 How We Measure Our Business, page 46

 Comment No. 10

        We note your response to comment 25 from our letter dated June 29, 2011. Please revise your
disclosure to incorporate your response that city size, maturity of markets, and changes in mix of category of deals have not had a meaningful impact on gross margin or profit.

 Response:

        In response to the Staff's comment, the Company has revised its disclosure on page 45.

 Comment No. 11

        We note your response to comment 26 from our letter dated June 29, 2011. Please include
calculations of average revenue per subscriber and Groupon sold and average Groupons per customer.

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 Response:

        The Company advises the Staff that it has added the following metrics on pages 45 and 46 under How We
Measure Our Business: average revenue per subscriber, average cumulative Groupons sold per customer, and average revenue per Groupon sold. The Company has also added disclosure
of such metrics to pages 8, 42 and 57 of the Registration Statement.

 Results of Operations, page 50

 Comparison of the Years Ended December 31, 2008, 2009, and 2010, page 53

 Comment No. 12

        We note your response to comment 28 from our letter dated June 29, 2011. Please include in your
disclosure your statement that the refund rate of Groupons did not influence the cost of revenue or gross profits during the period in question.

 Response:

        The Company has revised its disclosure on page 55 to state that the refund rate of Groupons did not significantly influence
gross margins during the period in question.

 Comment No. 13

        We note from page 55 that you had higher margins on your International segment. Please further explain
whether this result was due to your redemption payment model because, in that model, revenue is not shared with merchants until the customer redeems the Groupon.

 Response:

        The Company advises the Staff that to date the higher margins in its International segment have not resulted in any material respect
from the redemption payment model. The Company attributes the disparity in margins between its segments primarily to the absence of
national deals in its International segment, and has expanded the disclosure on page 55 to clarify this point accordingly.

 Liquidity and Capital Resources, page 59

 Comment No. 14

        We note your response to comment 30 from our letter dated June 29, 2011. Please incorporate your
explanation for using a substantial portion of the net proceeds of $1.1 billion from recent stock sales to redeem shares instead of funding your growth strategy into Liquidity and Capital
Resources section. Also clarify whether you have funded your working capital requirements and expansion primarily through private sales of common and preferred stock or whether you have relied
primarily on cash flows from operations. In this regard, it appears that the $1.1 billion in common and preferred stock sales are largely unrelated to the company's liquidity and capital
resource requirements.

 Response:

        In response to the Staff's comment, the Company has expanded its disclosure on page 59.

 Cash Provided By (Used In) Operating Activities, page 60

 Comment No. 15

        We note your response to comment 33 from our letter dated June 29, 2011 and that you use the
redemption model in your international operation in part because of the challenges in assessing creditworthiness. Please

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 explain these challenges in more detail; explain whether you are referring to the creditworthiness of the merchants or customers.

 Response:

        The Company advises the Staff that while there are some challenges in assessing creditworthiness in its international markets, the
Company uses the redemption model in its international operations primarily because such model is in conformity with local market practice. The Company has revised its disclosure on page 60
accordingly.

 Comment No. 16

        We note your response to comment 34 from our letter dated June 29, 2011. The second paragraph on
page 60 states that growth in international operations accelerated cash flow due to more favorable payment terms. Please explain more specifically your reference to "more favorable payment
terms." Explain whether this refers to the redemption model which allows you to retain cash from your customers without paying merchants when customers do not redeem Groupons.

 Response:

        The Company advises the Staff that it has revised the disclosure on page 60 to state that the redemption model utilized in the
Company's international operations generally
improves the Company's overall cash flow because the Company does not pay its international merchants until the customer redeems the Groupon.

 Critical Accounting Policies and Estimates, page 64

 Acquisitions and the Recoverability of Goodwill and Long-Lived Intangible Assets, page 64

 Comment No. 17

        We note your response to comment 35 from our letter dated June 29, 2011, including your statement
that collectively, the key operating metrics and financial information included in the internal reports enable Mr. Mason to assess the performance of the Company and allocate resources. Based
on all internal reports provided to the CODM, tell us your consideration of whether each business component included therein is an operating segment. Please provide us your analysis based on the
criteria set forth in paragraphs 50-1 through 50-19 of ASC 280-10.

 Response:

        The Company advises the Staff that each business component included in internal reports provided to the CODM is an operating segment.
In determining reportable business segments, the Company applies the guidance set forth in Accounting Standards Codification ("ASC") 280-10-50. Specifically,
ASC 280-10-50-1 defines an operating segment as a component of an enterprise:

a.that
engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other
components of the same enterprise);  b.whose
operating results are regularly reviewed by the enterprise's CODM to make decisions about resources to be allocated to the segment and assess its
performance; and  c.for
which discrete financial information is available.

        The
CODM regularly reviews discrete financial information for each of the North America and International segments and makes decisions about resources to be allocated to the segment and
assesses the performance of the segment. Discrete financial information below the operating segment level is not regularly reviewed by the CODM.

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        The
Company has two operating segments that are also reportable segments. As such, the Company has not aggregated operating segments under ASC 280-10
paragraphs 50-11 through 50-19.

 Common Stock Valuations, page 66

 Fiscal Year 2011, page 68

 Comment No. 18

        We note your Chinese joint ventures on page F-45 and several references elsewhere in the
filing. Please revise to add China to the list of countrie