July 19, 2019

David T. Evans
Chief Financial Officer
Cardlytics, Inc.
675 Ponce de Leon Ave. NE
Suite 6000
Atlanta, GA 30308

       Re: Cardlytics, Inc.
           Form 10-K for the year ended December 31, 2018
           Filed March 5, 2019
           Form 10-Q for the period ended March 31, 2019
           Filed May 9, 2019
           File No. 001-38386

Dear Mr. Evans:

       We have reviewed your filings 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.

Form 10-K for the year ended December 31, 2018

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Measures and Other Performance Metrics, page 43

1.    You present your Adjusted Contribution non-GAAP measure as a calculation
of revenue
      less FI Share and other third-party costs. As this appears to be a
non-GAAP margin
      measure that excludes normal, recurring, cash operating expenses, please
tell us how you
      considered the guidance in Question 100.01 of the Non-GAAP Compliance and
      Disclosure Interpretations.
 David T. Evans
FirstName LastNameDavid T. Evans
Cardlytics, Inc.
Comapany NameCardlytics, Inc.
July 19, 2019
Page 2
July 19, 2019 Page 2
FirstName LastName
Form 10-Q for the period ended March 31, 2019

Notes to Condensed Consolidated Financial Statements (Unaudited)
2. Significant Accounting Policies and Recent Accounting Standards
Revenue, page 8

2.       You indicate your performance obligation for the Cardlytics Direct
service is a series that
         represents a stand ready obligation and revenue is recognized at a
point in time during the
         campaign term. In addition, you indicate that revenue is recognized
for Cardlytics Direct
         fees over time using the right to invoice practical expedient. Based
on these disclosures it
         is unclear how you are recognizing revenue and which guidance is being
applied. Please
         explain to us and revise to clarify how and when revenue is recognized
for these
         arrangements with reference to the applicable guidance.
        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 Brittany Ebbertt, Senior Staff Accountant, at
202-551-3572 or Melissa
Kindelan, Senior Staff Accountant, at 202-551-3564 if you have questions.



                                                               Sincerely,

                                                               Division of
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                                                               Office of
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