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Winston & Strawn LLP
  35 West Wacker Drive
  Chicago, Illinois 60601

September 23,
2011

 VIA EDGAR AND MESSENGER

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

 Amendment No. 3 filed on September 23, 2011

 File No. 333-174661

 Dear Mr. Spirgel:

        On
behalf of Groupon, Inc. (the "Company"), enclosed for your review is Amendment No. 3 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, as amended by Amendment No. 1 to the Registration Statement, filed
with the Commission on July 14, 2011, and as amended by Amendment No. 2 to the Registration Statement, filed with the Commission on August 10, 2011. An electronic version of
Amendment No. 3 has been filed concurrently with the Commission through its EDGAR system. The enclosed copy of Amendment No. 3 has been marked to reflect changes made to Amendment
No. 2. As noted in the Company's letter to the Staff dated September 16, 2011, Amendment No. 3 reflects certain revisions to the Company's Summary Consolidated Financial and Other
Data, Selected Consolidated Financial and Other Data, Management's Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements and Condensed
Consolidated Financial Statements to reflect changes in reporting of revenues from Groupons sold to be net of the amounts related to merchant fees.

        Set
forth below are the responses of the Company to the Staff's comments contained in the Staff's letter to the Company dated August 19, 2011 relating to the Registration
Statement. The Company previously responded on August 29, 2011 to certain of the comments contained in the Staff's August 19th letter and is now submitting responses to the remainder of
the Staff's comments. In addition, set forth below are the responses of the Company to certain comments of the Staff raised during a telephone call on September 21, 2011 among the Staff,
representatives of the Company, Ernst & Young LLP, the Company's independent auditors, and Winston & Strawn LLP, the Company's outside legal counsel, relating to the
Company's financial statement presentation and the repurchase by the Company of certain shares of Company common stock.

        For
convenience of reference, the text of the comments in the Staff's August 19th letter has been reproduced in italicized type herein.

 Prospectus Summary, page 1

 Comment No. 1

        We note your response to comment one from our letter dated July 22, 2011 and the revised disclosure in
the third bullet point on this page regarding repeat customers. We also note your other operating metrics on page 8. To the extent feasible, please add a row showing your repeat cumulative
customers for the periods presented.

 Response:

        In response to the Staff's comment, the Company has revised its disclosure on pages 8, 45, 49, 50 and 60 of the Registration
Statement to include repeat cumulative customers as an operating metric. The Company advises the Staff that, as disclosed on page 81 of the Registration Statement, it does not track repeat
cumulative customers in each market in which it operates and therefore the Company has not included repeat cumulative customers in the case studies for the periods presented.

 Letter from Andrew D. Mason, page 31

 Comment No. 2

        We note that you have retained the reference to adjusted consolidated segment operating income in the
penultimate paragraph on page 32. Supplementally, please clarify for us the statement that subscriber acquisition costs will "end when this period of rapid expansion in our subscriber base
concludes and we determine that the returns on such investment are no longer attractive." As currently written, it appears to us that your largest recurring operating expense in 2010 (other than cost
of goods sold) will, at some point in the future, be reduced to zero and that investors should consider that expected result when making an investment decision. In order to help us evaluate this
statement in the context of your overall disclosure, please explain to us whether you actually expect these costs to be eliminated and how and when you expect to reach this point. In addition, please
explain to us how you plan to sustain such a model once it is achieved, including a discussion of your plans for sustaining growth and replacing lost customers.

 Response:

        The Company believes the retained reference to adjusted consolidated segment operating income is appropriate as it is a key metric that
management evaluates internally to track the Company's performance. The Company supplementally advises the Staff that, as disclosed on page 34 of the Registration Statement, it is the Company's
expectation that its subscriber acquisition costs will decline significantly as the current period of rapid expansion in its subscriber base through
online marketing initiatives concludes. The Company anticipates that over time it will reach the conclusion that the resources presently being devoted to such online marketing initiatives are not
yielding sufficiently attractive investment returns and as a result it will significantly decrease the amount of such investments. The Company may reach this conclusion due to a variety of factors,
including changes in the Company's subscriber economics, the Company achieving subscriber saturation levels in various markets or a determination that subscriber growth objectives can be satisfied
though alternative means, including through unpaid, "word of mouth"—which presently accounts for approximately 40% of subscriber growth—or national and targeted deals. The
Company does not anticipate that the significant decrease of such online marketing initiatives as a result of such factors will adversely impact its ongoing business with existing customers or
subscribers as the related expenses are not designed to drive transactions with such customers and subscribers.

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 Non-GAAP Financial Measures, page 42

 Comment No. 3

        We note your response to comment six from our letter dated July 22, 2011 and your references to CSOI
outside of your segment footnotes on pages F-42 and F-72. The presentation of the total segment profit or loss measure in any context other than the ASC
280-required reconciliation in the footnotes would be the presentation of a non-GAAP financial measure. Accordingly, please provide the non-GAAP disclosures
required under Item 10 of Regulation S-K. Refer to Question 104.04 of the CD&Is at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

 Response:

        The Company advises the Staff that it has revised its disclosure on pages 3, 7, 8, 9, 10, 44, 45, 46, 48, 60 and 61 of the
Registration Statement to provide the
non-GAAP disclosures required under Item 10 of Regulation S-K in connection with its presentation of CSOI.

 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 44

 Overview, page 44

 Comment No. 4

        Please balance your disclosure concerning the revenue growth in your International segment with a discussion of
its escalating losses. To the extent material, please identify the geographical areas in which these losses were incurred and the reasons for these losses.

 Response:

        The Company advises the Staff that it has revised its disclosure on pages 47 and 54 of the Registration Statement to discuss
losses in its International segment and the specific geographical areas in which the losses were incurred and the reasons for such losses.

 Comment No. 5

        On page 52 please provide a more detailed analysis for the operating loss at each of your segments and
explain why the International segment operating loss is significantly higher than the North American segment operating loss as set forth on pages F-42 and
F-72.

 Response:

        The Company advises the Staff that it has revised page 55 of the Registration Statement to provide a more detailed analysis for
the operating loss of each of its segments and to explain why the operating loss of its International segment is higher than the operating loss of its North America segment.

 Factors Affecting Our Performance, page 46

 Comment No. 6

        We note your response to comment one from our letter dated July 22, 2011. Please incorporate into your
disclosure under "Deal sourcing and quality" or other applicable places your response that attracting repeat merchants is not a strategic focus and your general practice is to limit repeat merchants
because of your desire to promote diversity and manage merchant backlog.

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 Response:

        In response to the Staff's comment, the Company has revised its disclosure on page 51 of the Registration Statement to reflect
its general practice with respect to repeat merchants.

 Results of Operations, page 49

 Comparison of the Six Months Ended June 30, 2010 and June 30, 2011, page 49

 Comment No. 7

        We note your disclosure under Gross Profit on page 51. Here you state that gross margins decreased in
part due to lower gross margins from your Asia-Pacific operations which have substantially lower gross margins. Please discuss the reasons for your lower margins in this part of your
business.

 Response:

        The Company no longer includes Gross Profit in its financial statement presentation. The Company has added disclosure on page 54
of the Registration Statement in response to the Staff's comment.

 Gross Profit, page 58

 Comment No. 8

        We note your statement at the bottom of page 44 and top of page 45 that gross profit margins in
your International segment are generally higher than in your North American segment. However, page 58 states the "Asia Pacific region has substantially lower gross margins." Please expand your
disclosure to describe how certain regions in the International segment can have substantially lower gross margins that are offset by higher margins elsewhere resulting in gross profit margins that
are generally higher than the North American segment. Please provide a more detailed analysis of the geographical differences that can impact gross profit margins in the International
segment.

 Response:

        The Company no longer includes Gross Profit in its financial statement presentation. The Company has added disclosure on page 54
of the Registration Statement in response to the Staff's comment.

 Consolidated Segment Operating Income, page 58

 Comment No. 9

        Tell us the nature and the materiality of the legal reserve related to the North American segment as
disclosed.

 Response:

        The Company advises the Staff that it has taken a legal reserve against possible liabilities associated with settling 16 purported
class action lawsuits that have been consolidated into a single lawsuit in the United States District Court for the Southern District of California. The Company advises the Staff that the reserve is
not material to the business or financial condition of its North America segment.

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 Acquisitions and the Recoverability of Goodwill and Long-Lived Intangible Assets, page 65

 Comment No. 10

        We note your response to comment 17 from our letter dated July 22, 2011. It appears that you have
discrete financial information below the operating segment level that is not regularly reviewed by the CODM. Tell us whether such discrete financial information is attributable to business components
that may be deemed reporting units. In this regard, please also tell us what your reporting units are for goodwill impairment testing purposes. Refer to ASC
350-20-35-34.

 Response:

        The Company advises the Staff that discrete financial information below the operating segment level generated by its corporate
financial reporting group is available at the business component level, which may be deemed reporting units. The Company has concluded its reporting units for goodwill testing purposes are at the
operating segment level for North America, which includes the United States and Canada, and at the component level, or one level below, for the International operating segment. The International
operating segment includes EMEA, which includes Europe, the Middle East and Africa, APAC, which includes Asia, Australia and New Zealand, and LATAM, which includes Latin America, South America and
Mexico.

 Fiscal Year 2011, page 68

 Comment No. 11

        We note your response to comment 18 from our letter dated July 22, 2011. Supplementally confirm to us
that the Chinese joint venture did not have a material impact on the company's results of operations, financial condition, and cash flows during fiscal 2011. In this regard, we note various press
accounts that your joint venture, Gaopeng, has a few thousand employees and up to 40 offices in China.

 Response:

        The Company supplementally confirms to the Staff that its Chinese joint venture has not had, and it is not expected to have, a material
impact on the Company's results of operations, financial condition and cash flows in 2011 or for the foreseeable future. As disclosed in footnote 16 to the Company's consolidated financial statements
for the year ended December 31, 2010, the Company does not own a majority interest of the Chinese joint venture.

 Subscriber Economics, page 77

 Comment No. 12

        We note your response to comment 22 from our letter dated July 22, 2011. As stated in your revised
disclosure, you believe that "total revenue and total gross profit, rather than average revenue per Groupon sold, are better indicators of [y]our overall growth in each market
because these are the measures that [you] aim to maximize in each market. In addition, while gross profit increased in a manner consistent with the increases in revenue, gross
margins remained stable in each of these markets for the periods presented." In this regard, it is unclear to us why you did not disclose gross profit and gross margins for each market case study
presented. Please advise or revise.

 Response:

        The Company no longer includes Gross Profit in its financial statement presentation. The Company respectfully advises the Staff that
the disclosure of revenue (including revenue as a percentage of gross billings) for each city would put the Company at a competitive disadvantage and adversely affect the

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Company's
business and financial condition because of the harm that could result from such disclosure. The Company also respectfully submits that the information provided on page 81 of the
Registration Statement with respect to the general trends relating to revenue on a city-by-city basis strikes an appropriate balance between the informational needs of
prospective investors and the competitive interests of the Company.

 Revenue Recognition, page F-11

 Comment No. 13

        Considering your view that the Company, and not the merchant, is the primary obligor in the Groupon
transaction, please explain the terms and conditions included in the Company's website that state "Vouchers you purchase through our Site as a Groupon account holder are special promotional offers
that you purchase from participating Merchants through our service" and further that "The Merchant is the issuer of the voucher and is fully responsible for all goods and services it provides to you"
and why you believe this is consistent with your view.

 Response:

        The Company previously responded to Comment No. 13 in its letter to the Staff dated August 29,