United States securities and exchange commission logo





                                 May 18, 2020

       Lawrence Angelilli
       Chief Financial Officer
       MoneyGram International Inc
       2828 N. Harwood St., 15th Floor
       Dallas, Texas 75201

                                                        Re: MoneyGram
International Inc
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2019
                                                            Form 10-Q for the
Quarterly Period Ended March 31, 2020
                                                            Filed February 28,
2020 and May 1, 2020
                                                            File No. 1-31950

       Dear Mr. Angelilli:

              We have reviewed your filing 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 Fiscal Year Ended December 31, 2019

       Managements Discussion and Analysis of Financial Condition and Results
of Operations
       EBITDA, Adjusted EBITDA, Adjusted Free Cash Flow and Constant Currency,
page 35

   1.                                                   Please tell us your
consideration of beginning the reconciliation of Adjusted Free Cash
                                                        Flow with net cash
provided by operating activities. Please refer to Item 10(e)(i)(A) of
                                                        Regulation S-K and
Question 102.07 of the Non-GAAP Compliance and Disclosure
                                                        Interpretations.
       Consolidated Financial Statements
       Consolidated Statements of Cash Flows, page F-8

   2.                                                   Please tell us your
consideration of disclosing information about all investing and
                                                        financing activities
that affect recognized assets and liabilities but that do not result in
 Lawrence Angelilli
MoneyGram International Inc
May 18, 2020
Page 2
         cash receipts or cash payments during each year presented. Please
refer to ASC 230-10-
         59-3.
Note 9 - Debt, page F-24

3.       We note the Second Lien Credit Agreement contain various imitations
that, among other
         things, restricts your ability to pay dividends and making other
restricted payments.
         Please tell us your consideration describing the most significant
restrictions on the
         payment of dividends, indicating their pertinent provisions and the
amount of retained
         earnings or net income restricted or free of restrictions. Please
refer to Rule 4-08(e)(1) of
         Regulation S-X.
         .

Notes to the Consolidated Financial Statements
Note 18 - Related Parties, page F-44

4.       We note your disclosure that you entered into a multiple element
arrangement with
         Ripple. Please provide us with a specific and comprehensive discussion
of how
         you concluded it was not necessary to allocate any of the proceeds
from the SPA to the
         commercial agreement.
Form 10-Q for the Quarterly Period Ended March 31, 2019

Financial Statements
Note 1 - Description of the Business and Basis of Presentation, page 6

5.       Please tell us your consideration of including an affirmative
statement that the interim
         financial statements includes all adjustments that, in the opinion of
management, are
         necessary in order to make the financial statements not misleading.
Please refer to
         Instruction 2 to Item 8-03 of Regulation S-X,
        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 Tony Watson at (202) 551-3318 or Bill Thompson at (202)
551-3344 if
you have questions regarding comments on the financial statements and related
matters.



FirstName LastNameLawrence Angelilli                            Sincerely,
Comapany NameMoneyGram International Inc
                                                                Division of
Corporation Finance
May 18, 2020 Page 2                                             Office of Trade
& Services
FirstName LastName