May 3, 2019

George Kurtz
Chief Executive Officer
CrowdStrike Holdings, Inc.
150 Mathilda Place, Suite 300
Sunnyvale, CA 94086

       Re: CrowdStrike Holdings, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted April 17, 2019
           CIK No. 0001535527

Dear Mr. Kurtz:

      We have reviewed your amended draft registration statement and have the
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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. References to our prior comments refer to our letter dated March 22,

Amendment No. 1 to Draft Registration Statement Submitted on Form S-1

Management's Discussion and Analysis of Financial Condition and Results of
Key Metrics, page 80

1.     Your response to prior comment 3 appears to indicate that you have
significant risk as to
       ascertaining whether your customers would be considered a small and
       customer, defined as having fewer than 2,500 total endpoints. Please
disclose whether
       your new subscription customers are primarily small and medium-sized
customers and
       whether your small and medium-sized customers represent substantially
all or a
       substantial majority of the total number of subscription customers.
Qualitative disclosure
       of the proportionality of these customers will provide context to this
 George Kurtz
CrowdStrike Holdings, Inc.
May 3, 2019
Page 2

Executive Compensation
Bonus and Non-Equity Incentive Plan Compensation , page 142

2.     Please advise whether the individual bonus plan established in fiscal
year 2019 for Mr.
       Kurtz will be filed as an exhibit.
        You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edwin Kim,Staff
Attorney, at (202) 551-
3297 or Barbara C. Jacobs, Assistant Director, at (202) 551-3735 with any other


FirstName LastNameGeorge Kurtz                              Division of
Corporation Finance
                                                            Office of
Information Technologies
Comapany NameCrowdStrike Holdings, Inc.
                                                            and Services
May 3, 2019 Page 2
cc:       Alan Denenberg, Esq.
FirstName LastName