United States securities and exchange commission logo




                                                                                
                            June 15, 2022

       Parag Agrawal
       Chief Executive Officer
       Twitter, Inc.
       1355 Market Street, Suite 900
       San Francisco, California 94103

                                                        Re: Twitter, Inc.
                                                            Annual Report on 
Form 10-K for the fiscal year ended December 31, 2021
                                                            Filed February 16, 
2022
                                                            Quarterly Report on 
Form 10-Q for the quarter ended March 31, 2022
                                                            Filed May 2, 2022
                                                            File No. 001-36164

       Dear Mr. Agrawal:

              We have reviewed your filing 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 these comments within ten business days by 
providing the requested
       information or advise us as soon as possible when you will respond. If 
you do not believe our
       comments apply to your facts and circumstances, please tell us why in 
your response.

                                                        After reviewing your 
response to these comments, we may have additional comments.

       Annual Report on Form 10-K filed February 16, 2022

       Risk Factors
       We rely on assumptions . . . , page 24

   1.                                                   We note your estimate 
that the average number of false or spam accounts during fiscal
                                                        2021 continues to 
represent fewer than 5% of mDAU. To the extent material, please
                                                        disclose the 
methodology used in calculating these figures and the underlying judgements
                                                        and assumptions used by 
management.
 Parag Agrawal
FirstName
Twitter, Inc.LastNameParag Agrawal
Comapany
June        NameTwitter, Inc.
     15, 2022
June 15,
Page 2 2022 Page 2
FirstName LastName
Quarterly Report on Form 10-Q for the period ended March 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of 
Operations
mDAU Recast, page 34

2.       You disclosed that an error was made in March 2019 which resulted in 
an overstatement
         of mDAU from the first quarter of 2019 through the fourth quarter of 
2021. Please
         discuss how the error was discovered, when and by whom. Given that the 
error persisted
         for three years, please tell us how you concluded there was not a 
material weakness in
         your internal control over financial reporting and that your 
disclosure controls and
         procedures were effective as of March 31, 2022.
        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.

        You may contact Claire DeLabar, Senior Staff Accountant, at (202) 
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions 
regarding
comments on the financial statements and related matters. Please contact Austin 
Pattan, Staff
Attorney, at (202) 551-6756 or Jan Woo, Legal Branch Chief, at (202) 551-3453 
with any other
questions.



                                                            Sincerely,

                                                            Division of 
Corporation Finance
                                                            Office of 
Technology
cc:      Katharine Martin