United States securities and exchange commission logo

                           October 20, 2021

       Jennifer Y. Hyman
       Chief Executive Officer
       Rent the Runway, Inc.
       10 Jay Street
       Brooklyn, New York 11201

                                                        Re: Rent the Runway,
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 18,
                                                            File No. 333-260027

       Dear Ms. Hyman:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

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

       A Letter From Our Co-Founder Jennifer Y. Hyman, page iii

   1.                                                   We note your disclosure
that Rent the Runway has emerged "stronger" after the impact of
                                                        the COVID-19 pandemic
on the business in 2020. Please revise to specify on what basis
                                                        the company is
       Summary Consolidated Financial and Other Data, page 19

   2.                                                   Please revise the notes
to the summary consolidated financial data to include a tabular
                                                        summary showing how you
calculated the pro forma net losses for the year ended January
                                                        31, 2021 and the six
months ended July 31, 2021 and the related pro forma weighted
                                                        average shares that
were used to compute the pro forma net losses per common share for
                                                        each of these periods.
 Jennifer Y. Hyman
Rent the Runway, Inc.
October 20, 2021
Page 2
3.    Please revise to also disclose your pro forma balance sheet information
on an as adjusted
      basis giving effect to the other transactions that will occur prior to
the planned offering.
      Your capitalization disclosures on page 79 should be similarly revised.
4.    We note from footnote (2) to your summary consolidated statements of
operations data
      that you have stock-based compensation grants that will vest in
connection with your
      planned public offering. Please revise MD&A and the notes to your
financial statements
      to disclose the amount of expense that will be recognized as a result of
the vesting of these
      stock-based compensation grants in connection with your offering.
Dilution, page 82

5.    Please provide your calculations of how you determined your pro forma net
tangible book
      value as of July 31, 2021 of $(176.7) million.
Rent the Runway, Inc. Financial Statements
Notes to Consolidated Financial Statements
13. Stock Incentive Plan, page F-37

6.    Given the planned pricing of your initial public offering which is
expected to have a
      midpoint of $19.50 per share, please tell us the fair value of your
common shares used in
      computing stock-based compensation expense associated with stock option
grants made
      during the six month period ended July 31, 2021. Also, please explain why
you believe
      the weighted average grant date fair value of $7.44 which was used to
value RSUs granted
      during the six month period ended July 31, 2021 is appropriate given the
planned pricing
      of your public offering as well as the fact that you issued preferred
shares during the
      period, (which will convert into common shares on a one for one basis in
connection with
      the offering), at a significantly higher purchase price per share.
       You may contact Blaise Rhodes at 202-551-3774 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Jacqueline Kaufman at 202-551-3797 with
any other

FirstName LastNameJennifer Y. Hyman
                                                             Division of
Corporation Finance
Comapany NameRent the Runway, Inc.
                                                             Office of Trade &
October 20, 2021 Page 2
cc:       Marc D. Jaffe, Esq.
FirstName LastName