September 6, 2024

William McCamey
Chief Financial Officer
Atlanticus Holdings Corporation
Five Concourse Parkway, Suite 300
Atlanta, GA 30328

       Re: Atlanticus Holdings Corporation
           Form 10-K for Fiscal Year Ended December 31, 2023
           Form 10-Q for Fiscal Quarter Ended June 30, 2024
           File No. 001-40485
Dear William McCamey:

       We have limited our review of your filings to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2023
Business, page 1

1.     Considering that your five largest retail partners accounted for over
70% of your
       outstanding private label credit receivables, for each material
concentration related to
       merchants, please tell us and revise future filings to disclose the
amount of private label
       receivables purchased from each merchant for each period presented.
2.     Please revise to disclose the brands your products are sold under (e.g.,
Aspire, Imagine,
       Fortiva, Curae, etc.) and describe the various markets that they serve.
3.     Please tell us and revise future filings to provide additional
information related to your
       arrangements with issuing bank partners, including but not limited to:

              identifying your major bank partners;
              clarifying if each bank partner sells both types of receivables
to you;
              clarifying if they pay anything to utilize the flexible
technology solutions you provide
 September 6, 2024
Page 2

           to them;
             clarifying the key terms of any contracts, including the length of
term of each
           contract, whether they must exclusively sell receivables originated
with your flexible
           technology solutions to you, and how the price paid for receivables
is determined; and
             clarifying the economics for the banks that utilize your
technology and sell
           receivables to you (e.g., whether you pay them a fee, whether they
retain a
           participation in the receivable, etc.).
4.     Please tell us and revise future filings to provide additional
information, in separately
       captioned sections, related to your purchases of private label credit
receivables and credit
       card receivables. For private label credit receivables:

             Clarify the economics and related financial reporting of a typical
transaction. For
           example, for a $1,000 purchase by a customer at a merchant, clarify
the typical
           amount the bank pays to the merchant (e.g., significant discount,
slight discount, face
           value, etc.), and clarify the typical amount you pay to the bank.
             Clarify how your typical purchase price relates to the fair value
recognized on day
           one and the face amount of the contractual amount due from the
customer. Clearly,
           indicate whether you typically recognize a    day one gain    based
on the fair value
           being greater than your purchase price.
             Describe what merchant fees are, any other typical material fees,
and how they impact
           the economics and financial reporting of the transaction.
             Describe the level of fees recognized on day one as compared to
the total contractual
           amount due and also compared to typical finance charges expected to
be collected
           over the term of the agreement.
             Describe the contractual term of a typical transaction.

       For credit card receivables:

             Describe the typical amount of annual and/or monthly fees and any
other material
           fees.
             Clarify the economics and financial reporting of a typical
transaction. For example,
           clarify if annual fees and monthly fees are recognized on day one,
potentially prior to
           any purchases on the card, clarify if your purchase price is less
than, equal to, or
           greater than the gross amount of the customer purchase.
             Describe whether you typically recognize a day one gain based on
the fair value being
           greater than your purchase price.
5.     Please tell us and revise future filings to disclose any material impact
to your business
       related to the regulatory guidance issued that affects your issuing bank
partners discussed
       on page 9.
Collection Strategy - CaaS Segment, page 3

6.     We note your disclosure that you    re-age    customer accounts and that
this may affect
       delinquencies and charge-offs, potentially delaying or reducing such
delinquencies and
 September 6, 2024
Page 3

       charge-offs and that this impact generally changes such delinquencies
and charge offs by
       less than 10% and 5%, respectively. To the extent the impact is material
for any period
       presented, please revise future filings to disclose the amount of
receivables re-aged at
       each period end and quantify the estimated impact to delinquent loans
and charge-offs.
       Please provide us your proposed disclosure, if applicable.
7.     We note you disclose that,    various factors are relevant in analyzing
whether an account
       is contractually past due.    Please tell us and revise future filings
to clarify what factors are
       analyzed and clarify why there appears to be judgement involved in
determining if the
       cardholder has not made the required payment as of the payment due date.
Internet consumers have unique risk profiles and we may not be able to evaluate
their
creditworthiness, page 6

8.     If material, please revise MD&A to quantify the amounts of receivables
acquired over the
       Internet for each period presented and discuss any trends.
Management's Discussion and Analysis of Financial Condition and Results of
Operations -
Changes in fair value of loans, page 25

9.     Please revise future filings to disclose the material components, as
disclosed on page F-
       17, presented in    Changes in fair value of loans at fair value    for
each period presented
       and discuss any trends.
10.    We note your disclosure that you adopted    tightened underwriting
standards    during the
       second quarter of 2022. Please tell us and revise future filings to
explain any material
       changes to underwriting standards during any period presented, why you
made them and
       the impact to financial and operating trends.
11.    We note from page 11 of your March 31, 2022 Form 10-Q and page 17 of
your June 30,
       2022 Form 10-Q that the weighted average discount rate used in your
discounted cash
       flow valuation model for Level 3 loans accounted for at fair value
decreased from 12.7%
       in the first quarter of 2022 to 10.1% in the second quarter of 2022. We
also note your
       disclosure on page 25 that the reduction reflected the asset level
returns you believe would
       be required by market participants based on an asset backed
securitization agreement
       entered into during that period. Please revise future filings to more
comprehensively
       discuss the changes in the fair value of loans, the key drivers of the
changes, and the
       underlying reasons for changes in inputs or other factors that drove the
changes.
       Additionally, specifically discuss changes in your discount rates in
each period presented
       and the impact on financial results, if material.
12.    Specific to the change in the weighted average discount rate in the
second quarter of 2022,
       please tell us in detail and revise future filings as needed related to
the following:

             explain why the asset backed securitization agreement was
appropriate to use as a
           basis for your discount rate,
             explain if you previously used and have continued to use your
securitizations as a
           basis for your discount rate,
             explain how you considered any terms in the securitization, that
are not present in the
           receivables, which impacted the interest rates on the debt (e.g.,
credit enhancements,
 September 6, 2024
Page 4

            guarantees, etc.), and
              explain any other factors that you considered in determining to
change the discount
            rate at June 30, 2022.
Non-GAAP Financial Measures, page 26

13.    We note you have used multiple descriptions for the same line item in
the table on page
       26 including,    Loans, interest, and fee receivable, at face value,
  Loans at amortized
       cost,    and    Total Managed Receivables    in your September 30, 2023
Form 10-Q,
       December 31, 2023 Form 10-K, and June 30, 2024 Form 10-Q, respectively.
Please tell us
       and revise future filings to ensure your description is appropriate and
consistent, and
       revise to more clearly identify the components and measurement of the
components
       included in this line item. Please also clearly describe what is
included in    billings.
14.    Please tell us and revise future filings to explain why the fair value
of your loans is lower
       than the amount described as managed receivables.
15.    Please tell us why you label the columns as    Fair Value Receivables
in the tables on
       page 28 since these appear to be on a managed basis which appear to be
on a non-fair
       value basis. Alternatively, revise future filings as needed.
Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37

16.    Please tell us and revise future filings to disclose how you determine
each pool of
       receivables used in your fair value measurement.
17.    Please tell us and revise future filings to clarify how you consider
purchase rates by
       consumers    in your fair value measurement. Clarify if you purchase the
credit card
       accounts, including future purchases, or simply the amount due at the
purchase date.
18.    Please tell us in detail and revise future filings to provide additional
detail regarding how
       you determine the required returns by a purchaser of the expected cash
flows which is the
       basis for your discount rate. Clearly explain if you have changed your
methodology or
       process to estimate the discount rate(s) during 2022, 2023 or 2024 and
explain the basis
       for the change.
Interest Rate Sensitivity and Market Risk - Credit Risk , page 38

19.    Please tell us and revise future filings to clarify why your credit risk
for receivables that
       serve as collateral on debt is limited to repurchase obligations due to
fraud or origination
       defects considering your disclosure on page F-20 that in certain
circumstances you
       guarantee the performance of the underlying debt or agree to contribute
additional
       collateral when necessary which results in retention of exposure to loss
that has the
       potential to be significant.
Interest Rate Sensitivity and Market Risk - Payment Risk, page 38

20.    Please tell us and revise future filings to clarify how payment risk is
different than credit
       risk. Please tell us how you determined that both assumptions are
appropriate to use to
       estimate the expected cash flows in the fair value measurement of your
receivables.
 September 6, 2024
Page 5

Financial Statements
Consolidated Statements of Cash Flows, page F-7

21.    Please tell us why you refer to the    accretion of merchant fees    in
your Operating
       activities section since you disclose elsewhere that merchant fees are
no longer deferred
       but are recognized in income at the purchase date.
Revenue Recognition and Revenue from Contracts with Customers, page F-11

22.    Please tell us and revise future filings to more clearly disclose what
fees and other items
       are included in    Consumer Loans, Including Past Due Fees    as
compared to    Fees and
       Related Income on Earning Assets.    For example, we note annual fees
are disclosed
       within both descriptions.
Note 6. Fair Values of Assets and Liabilities, page F-16

23.    Please tell us and revise to disclose the amount of the total gains or
losses for each period
       presented that is attributable to the change in unrealized gains or
losses relating to those
       assets held at the end of the reporting period, and the line item(s) in
the statements of
       comprehensive income in which those unrealized gains or losses are
recognized. Refer to
       ASC 820-10-50-2(d) and ASC 820-10-55-101 for guidance.
24.    We note your disclosure that,    For our loans, interest and fees
receivable     we assess the
       fair value of these assets based on our estimate of future cash flows
net of servicing costs,
       and to the extent that such cash flow estimates change from period to
period, any such
       changes are considered to be attributable to changes in
instrument-specific credit risk.
       Please tell us why it appears that you attribute all fair value changes
to instrument-specific
       credit risk since we note your disclosure on page F-17 of other inputs
that impact your fair
       value measurements. Alternatively, please revise future filings to
disclose the information
       required by ASC 825-10-50-30.c. Please provide us your proposed revised
disclosure, if
       applicable.
25.    Please tell us why you net finance charge charge-offs in your disclosure
related to the
       gross yield unobservable input and how this is consistent with the
guidance in ASC 820-
       10-50-2.bbb. Alternatively, please revise future filings to disclose the
expected finance
       charge credit loss rate separately.
Note 8. Variable Interest Entities, page F-20

26.    Please tell us in detail and revise future filings to more clearly
disclose what exposure to
       loss you have that has the potential to be significant in circumstances
where you do not
       guarantee the performance of the underlying debt or agree to contribute
additional
       collateral when necessary.
Form 10-Q for Fiscal Quarter Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
22

27.    Please revise future filings to discuss material changes in results of
operations with
       respect to the most recent quarter for which the statement of statement
of income is
       provided. Refer to Item 303(c)(2)(ii) of Regulation S-K for guidance.
 September 6, 2024
Page 6

28.    We note your disclosure that your bank partners have taken a number of
steps, from
       modifying products and policies to changing prices in response to recent
rules enacted by
       the CFPB. Please tell us and revise future filings to clarify the amount
of coordination you
       have with your bank partners and/or control you have over the
underwriting standards
       used by the bank related to receivables originated with the flexible
technology solutions
       you provide to them and purchased by you.
       In closing, 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 William Schroeder at 202-551-3294 or Michael Volley at
202-551-3437
with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance