July 28, 2020



Via Email

Scott Jones
Troutman Pepper
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312

       Re:     Asta Funding, Inc.
               PRER14A filed July 24, 2020
               File No. 1-35637

               Schedule 13E-3 filed July 24, 2020
               Filed by Asta Finance Acquisitions Inc., et al.
               File No. 5-44713

Dear Mr. Jones:

         The staff in the Office of Mergers and Acquisitions has conducted a
limited review of the
filings listed above. We have limited our review of your proxy statement and
Schedule 13E-3 to
those issues we have addressed in the comments below. 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 within ten business days by amending your
filings, by
providing the requested information, or by advising us when you will provide
the requested
response. 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 any amendment to your filings and the information you
provide in
response to these comments, we may have additional comments. Defined terms used
here have
the same meaning as in your proxy statement.
 Scott Jones, Esq.
Troutman Pepper
July 28, 2020
Page 2

Schedule 14A filed July 24, 2020

Questions & Answers About the Virtual Special Meeting and the Merger, page 9
Why was the original merger agreement amended?, page 10

   1. Despite the subtitle of this section, no information is provided about
why the merger
      agreement was amended. While it is appropriate to cite to a more thorough
discussion
      later in the proxy statement, the summary disclosure provided should
match the title of
      the section, and vice versa. Please revise the subtitle or the disclosure
in this section.

Background of the Merger, page 14

   2. Refer to the disclosure on page 17. Explain the basis for the Special
Committee   s stated
      concern with the Initial Management Forecasts due to their projections of
corporate and
      public company expenses throughout the business. We understand that these
concerns
      resulted in the use of alternate forecasts for corporate expenses by
Lincoln. Specifically
      describe the Special Committee   s concerns in this regard.

   3. Refer to the disclosure at the top of page 18. It appears that Mr. Stern
expressed concerns
      with the Initial Management Forecasts, which resulted in the Special
Committee
      suggesting that they should be revised. Expand to explain why the Special
Committee
      determined to revise those forecasts at the behest of the acquirer in the
merger.

   4. On page 20, explain why representatives of the Company distributed a
third round of
      management forecasts (the    Final Management Forecast   ). Specifically,
describe what
      caused the generation of a third set of projections.

Reasons for the Merger and Recommendation of Our Board of Directors, page 27

   5. Expand to address how the Board of Directors considered the net book
value per share of
      $13.23, which is above the merger consideration, in assessing fairness.

   6. Expand the discussion on page 28 to explain the basis for the conclusion
that the merger
      is more favorable to the shareholders of the Company than remaining an
independent
      entity.

Purposes and Reasons of the Parent Parties and the Stern Group for the Merger,
page 32

   7. Explain the reasons for the timing of the merger from the perspective of
the Stern Group
      affiliated parties.
 Scott Jones, Esq.
Troutman Pepper
July 28, 2020
Page 3

Opinion of the Financial Advisor to the Special Committee of Our Board of
Directors, page 34

   8. In the discussion of the financial advisor   s opinion beginning on page
34, consider using
      the same labels for the management forecasts as used earlier in the
Background of the
      Merger section of the proxy statement so it is clear which figures are
being referenced.

   9. We note that net book value (which is higher than the merger
consideration) was
      considered by Lincoln in its December 2019 analysis of the merger.
Explain why it was
      apparently not considered in its updated analysis described here.

Interests of Our Directors and Executive Officers in the Merger, page 59

   10. The discussion of the interests of insiders should be relocated to a
more prominent
       section closer to the forepart of the proxy statement. See Rule
13e-3(e)(1)(ii).

Caution Regarding Forward-Looking Statements, page 66

   11. The safe harbor for forward-looking statement does not apply in the
context of a
       transaction subject to Rule 13e-3. Please delete the reference to the
PSLRA or clarify
       that its safe harbor provisions do not apply in the context of this
merger.

Fees and Expenses, page 65

   12. Please provide a breakdown of the fees to be incurred by each filing
person on the
       Schedule 13E-3.

Vote Required, page 68

   13. Here and at the forepart of the proxy statement in the appropriate
section, clarify the
       percentage of the vote that is assured by virtue of the RBF voting
agreement.

               We remind you that the filing persons on the Schedule 13E-3 are
responsible for
the accuracy and adequacy of their disclosures in both filings, notwithstanding
any review,
comments, action or absence of action by the staff.

       Please contact me at 202-551-3263 with any questions.

                                                             Sincerely,

                                                             /s/ Christina
Chalk

                                                             Christina Chalk
                                                             Senior Special
Counsel
                                                             Office of Mergers
& Acquisitions