August 10, 2018

Kathleen Layton
Assistant General Counsel
Oportun Financial Corp
2 Circle Star Way
San Carlos, CA 94070

       Re: Oportun Financial Corp
           Draft Registration Statement on Form S-1
           Submitted July 18, 2018
           CIK No. 0001538716

Dear Ms. Layton:

       We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

DRS on Form S-1 Filed July 18, 2018

Prospectus Summary
Company Overview, page 1

1.     Please provide substantiation, here and elsewhere in the prospectus, for
the statement that
       your products have translated into an average savings of approximately
$1,100 per
       customer on their first loan with you. Please use specific examples.
2.     We note your disclosure that you have saved customers more than $1.2
billion in interest
       and fees compared to alternative products available to them. This
information appears to
       have been taken from the study that you commissioned from CFSI. Please
revise to state
 Kathleen Layton
FirstName LastNameKathleen Layton
Oportun Financial Corp
Comapany NameOportun Financial Corp
August 10, 2018
August 10, 2018 Page 2
Page 2
FirstName LastName
         that this information is an estimate based on that study.
Our Market Opportunity, page 3

3.       Please provide support for your statement that lenders that do not
rely on a credit bureau
         or a credit score to underwrite loans typically charge much more for
their products than
         you do for your products. Please review your prospectus for any
similar statements of
         comparison where you have not provided support and revise to
substantiate such
         statements.
Our Solution, page 4

4.       Revise the first paragraph to briefly describe what other items are
considered in the credit
         evaluation besides income verification.
Risk Factors
If the information and documents provided by customers..., page 26

5.       Revise to briefly discuss if and how identity, income, employment and
other debt
         obligations are verified by your credit analysis.
Market, Industry and Other Data, page 61

6.       We note that you rely on information gathered by the study you
commissioned from the
         Center for Financial Services Innovation in January of 2017, and that
the two other studies
         you are using are dated December 2016. Given the age of these studies,
please explain
         how you determined that the information is still accurate.
Use of Proceeds, page 62

7.       We note your disclosure in the second paragraph of this section that
you may increase or
         decrease the number of shares that you are offering. Based on the
description of your
         underwriting arrangements on page 160, it appears that the decision to
increase or
         decrease the number of shares in this firm commitment offering will
rest with the
         underwriters. Please revise so that your descriptions of your
underwriting arrangements
         are consistent.
Dilution, page 66

8.       Revise to add a footnote to the Table on page 66 to disclose the
dilution to new investors
         assuming all the derivative securities listed in the first four
bullets on page 67 are issued.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
73

9.       Please revise to include a more fulsome overview of the
characteristics of your loans. For
         example, we note that you provide ranges for the size and terms of the
loans, but not for
 Kathleen Layton
FirstName LastNameKathleen Layton
Oportun Financial Corp
Comapany NameOportun Financial Corp
August 10, 2018
August 10, 2018 Page 3
Page 3
FirstName LastName
         the interest rates. In addition, please present this information for
loans issued as part of
         your Whole Loan and Starter Loan programs.
Understanding an Oportun Loan, page 75

10.      We note your disclosures on page 75 related to the "Good Customer
Program." Please
         disclose in your next amendment the following concerning loans in the
Good Customer
         Program:

             If borrowers are allowed to have more than one loan outstanding at
the same time;
             If there is a maximum cumulative loan amount any one borrower can
have;
             Define "substantial progress in repaying their current loan";
             If any loans are considered TDRs in the periods presented; and
             Credit metrics surrounding loans in the periods presented (net
charge-off rate, past due
             loan receivables delinquency status, ALLL, etc.).
11.      We note your disclosures on pages 75-76 that you typically grant
returning customers a
         lower rate and larger principal balance on subsequent loans. Please
disclose in your next
         amendment, credit metrics (total loans, net charge-off rate, past due
loan receivables
         delinquency status, ALLL, etc.), for returning customers compared to
new customers.
Historical Credit Performance, page 79

12.      You disclose in your critical accounting policies that you believe the
number of months
         subsequent to loan origination (number of months on book) is a key
factor to separate
         non-delinquent accounts to measure the likelihood of a credit loss.
Please disclose in your
         next amendment the number of months subsequent to loan origination for
your
         outstanding loans and how you evaluate this factor.
13.      You disclose in your critical accounting policies that geographic
region is a credit quality
         indicator. You disclose on page F-21 that you have two geographic
regions. Northern
         and Central California are considered as one region and Southern
California, Texas and all
         other states are considered as another region, and have higher
estimated loss rates
         compared to the Northern and Central California region. Please
disclose in your next
         amendment the estimated loss rates in the Northern and Central
California region and the
         Southern California, Texas and all other states region.
14.      You disclose that you have seen increases in cumulative net lifetime
loan losses for 2015
         and 2016 vintages due to loan stacking, whereby some customers with
credit scores take
         out multiple loans from other lenders that utilize soft credit pulls
in their approval process
         and due to other factors. Please disclose the amount of loan losses
due to loan stacking
         and why you apparently have not seen increases in net lifetime loan
losses due to loan
         stacking for more recent vintages.
 Kathleen Layton
Oportun Financial Corp
August 10, 2018
Page 4
Business
Our Competition, page 115

15.      Your disclosure in this section appears to distance your products from
pawn shops and
         payday lenders. However, your disclosure on page 23 in Risk Factors,
indicates that you
         view pawn shops and payday lenders as being among your primary
competitors. Please
         revise your disclosure to be consistent among the two sections.
Facilities, page 120

16.      You state on page 36 of Risk Factors that you have operational
activities in Mexico and
         Colombia. Please revise this section to include your facilities in
those countries. Please
         also explain why you do not discuss your foreign operations in the
Summary or your
         Business overview.
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies
Allowance for Loan Losses, page F-11

17.      Please disclose in your next amendment how you consider all historical
loss experience
         when collectively evaluating loans for impairment and discuss the
historical periods
         specifically considered in your analysis. In your disclosure, include
additional granularity
         regarding any adjustments made to historical losses and, if
applicable, discuss the specific
         facts and circumstances that is the basis for such adjustments.
General

18.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        You may contact David Irving, Staff Accountant, at 202-551-3321 or Gus
Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Erin Purnell, Staff
Attorney, at 202-551-
3454 or Michael Clampitt, Senior Staff Attorney, at 202-551-3434 with any other
questions.



FirstName LastNameKathleen Layton                              Sincerely,
Comapany NameOportun Financial Corp
                                                               Division of
Corporation Finance
August 10, 2018 Page 4                                         Office of
Financial Services
FirstName LastName