January 29, 2019
David A. Morken
Chairman and Chief Executive Officer
Bandwidth Inc.
900 Main Campus Drive
Raleigh, NC 27606
Re: Bandwidth Inc.
Registration Statement on Form S-3
Filed December 21, 2018
File No. 333-228939
Dear Mr. Morken:
This is to advise you that we have not reviewed and will not review your
registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or
Barbara C. Jacobs,
Assistant Director, at (202) 551-3730 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Information Technologies
and Services