October 28, 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
           Response Dated October 4, 2024
           File No. 001-40485
Dear William McCamey:

       We have reviewed your October 4, 2024 response to our comment letter 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.
Unless we note otherwise, any references to prior comments are to comments in
our
September 6, 2024 letter.

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

1.     Please refer to prior comment 1. Please revise your proposed disclosure
in future
       filings to provide the information in a tabular format.
2.     Please refer to prior comments 3 and 4. Based on the information in your
response it
       appears that your bank partners acquire private label receivables net of
merchant fees
       which result in your bank partners acquiring the receivables at a
discount. It appears
       that you acquire the receivables from your bank partners at the net
amount the bank
       partner paid which you indicate represents market terms and therefore no
gain or loss
       is recognized at initial measurement. Please address the following:

             Please tell us and revise future filings to clarify, if true, that
you typically acquire
           private label receivables from your bank partners at a discount to
the principal
 October 28, 2024
Page 2

           amount of the receivable which results in the receivable being
acquired from your
           bank partners at market terms with no gain or loss recognized at
acquisition.

             We note your disclosure on page F-9 that    direct loan
origination fees (such as
           annual and merchant fees) are taken into income when billed to the
consumer or
           upon loan acquisition.    Please tell us and revise future filings,
as needed, to
           ensure your disclosure clearly reflects the contractual terms of
your purchase from
           your bank partners and your accounting under the fair value option.
It appears that
           merchant and other fees are paid to your bank partners, and not to
you, due to off-
           market terms on the underlying receivables and that you simply
purchase the
           receivables from your bank partners at a discount to reflect an
effective interest
           rate representing a market rate. Additionally, it is unclear why you
disclose
           merchant fees are    taken into income    when billed since they do
not appear to
           result in any income at acquisition. Further, it appears that you do
not bill
           merchant fees since they appear to be between the merchant and your
bank
           partner.

             Please tell us and revise future filings, as needed, to ensure
your revenue
           recognition disclosure on page F-11 is consistent with the
contractual terms of
           your transactions and your accounting under the fair value option,
including
           whether items result in an immediate net gain or loss. For example,
clearly
           distinguish and discuss the timing and impact of fees and costs that
(1) do not
           result in an immediate net gain or loss since they are considered in
the fair value
           of the receivable at acquisition (e.g., merchant fees) and (2) those
fees (e.g.,
           annual fees, late fees, etc.) and costs (e.g., fees paid to your
merchant banks for
           regulatory oversight) that do result in an immediate net gain or
loss. Additionally,
           if true, consider revising your disclosure to simply clarify here or
in other
           disclosure that you recognize the effective interest rate on your
receivables over
           time based on the discount paid to your bank partners which results
in an increase
           to the fair value of receivables and that payments made by consumers
results in a
           reduction to the fair value of receivables.
3.    Please refer to prior comment 3. We note your disclosure that appears to
indicate that
      you compensate your bank partners with a fixed monthly fee and also a
variable fee
      based on of the performance of the acquired receivables. Please tell us
and revise
      future filings to clarify how you account for these fees including where
you present
      the costs in your statements of income.
4.    Please refer to prior comment 3. Noting your proposed disclosure in
response to prior
      comment 9 and information in Exhibit 10.13 included in your December 31,
2023
      Form 10-K that appears to indicate that you service the loans made by
your bank
      partners, please tell us in detail and revise future filings as needed,
to clarify your
      disclosure that your bank partners continue to own and service the
underlying
      accounts. For example, clarify the difference between your servicing a
receivable and
      the bank partner servicing the underlying account.
5.    We note your proposed disclosure in response to prior comment 4. Please
tell us and
      revise your proposed disclosure to clarify the details of    up-front or
third-party fees
 October 28, 2024
Page 3

       associated with general purpose credit cards. For example, clarify which
party is
       paying the fees, what they relate to and why they reduce the price you
pay to your
       bank partner.
Collection Strategy - CaaS Segment, page 3

6.     Please refer to prior comment 7. Please tell us and revise your proposed
disclosure to
       quantify, if material, the amount of receivables at each period end
presented that have
       not satisfied the minimum payment due requirement but are part of a
collection or
       other program and therefore not classified as delinquent.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Changes in fair value of loans, page 25

7.     Please refer to prior comment 9. Please tell us in detail and revise
your proposed
       disclosure related to the discount rate to clarify how your agreements
with retail
       partners limit your credit loss exposure.
8.     Please refer to prior comment 9. Noting the materiality to your business
of charge-
       offs, please tell us and revise future filings to have a separately
captioned paragraph
       and quantify charge-offs recognized in each period and discuss the
underlying reasons
       for the amounts recognized and trends.
9.     Please refer to prior comments 9 and 11. Noting the material impact on
your net
       income of    Changes in fair value of loans at fair value, included in
earnings
       disclosed on page 13, please tell us and revise future filings to have a
separately
       captioned paragraph and quantify the amounts recognized each period,
more
       specifically identify the fair value measurement inputs that drove the
increase or
       decrease in fair value, quantify the impact of each change, and more
specifically
       discuss the underlying reason for the change in the input for each
period presented.
Non-GAAP Financial Measures, page 26

10.    We note your proposed disclosure in prior comment 13 and your response
to prior
       comment 14. Please consider revising your proposed disclosure to simply
state, if
       true, that managed receivables are based on fee billings which include
the
       undiscounted contractual amounts due on the underlying consumer
receivable
       including principal purchases, fees and finance charges less actual
charge-offs.
Critical Accounting Estimates - Measurements for Loans at Fair Value, page 37

11.    Please refer to prior comments 16 and 17. Your responses indicate that
you include
       expected subsequent purchases in your fair value measurements for
receivables.
       Please address the following:

             Tell us whether you consider expected subsequent purchases for
both general
           purpose credit cards and private label credit receivables.
 October 28, 2024
Page 4

             Tell us the accounting guidance that supports this policy.
Specifically tell us how
           you considered the guidance in ASC 310-10-25-7 and ASC 350 and how
you
           considered whether the value related to expected subsequent
purchases represents
           an intangible asset.
Note 6. Fair Values of Assets and Liabilities, page F-16

12.    Please refer to prior comment 23. If true, please revise your proposed
disclosure to
       clearly state that the amount of    changes in fair value of loans at
fair value, included
       in earnings    represents the unrealized gain that is attributable to
those receivables held
       at the end of the reporting period. Otherwise, please tell us how you
comply with the
       requirements in ASC 820-10-50-2.d.
13.    Please tell us and revise future filings to clarify where the accretion
of the discount
       related to merchant fees is presented in the rollforward of loans
measured at fair value
       on page F-17.
14.    Please tell us and revise future filings here or in MD&A to disclose the
aggregate
       unrealized gain or loss related to loans measured at fair value at each
period end
       presented.
15.    Please refer to prior comment 24. We note in response to prior comment
11 that you
       consider recent securitizations of assets, your internal weighted
average cost of
       capital, and the internal rates of return requirements in determining
your discount rate.
       It appears the risks associated with the inputs to your discount rate as
well as other
       inputs that impact your fair value measurements (e.g., payment rate,
servicing rate,
       gross yield, etc.) are not related to instrument-specific credit risk
but may be related to
       general market conditions. Please tell us in additional detail why you
believe the risks
       associated with the discount rate, as well as the other inputs noted
above, relate to
       instrument-specific credit risk. Alternatively, please tell us and
revise your proposed
       disclosure to disclose the information required by ASC 825-10-50-30.c.
        Please contact William Schroeder at 202-551-3294 or Michael Volley at
202-551-
3437 if you have questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Finance