An operating device is provided to a human-powered vehicle. The operating device is basically provided with a first base member, a first operating member, a second base member and a first shift operating member. The first base member includes a cylinder housing. The first operating member is movably coupled to the first base member. The second base member is coupled to the first base member by a first coupling member. The first shift operating member is movably coupled to the second base member on a first pivot axle. The first coupling member couples the second base member to the cylinder housing.