October 10, 2019

Guilherme Dias Fernandes Benchimol
Chairman
XP Inc.
Av. Chedid Jafet, 75, Torre Sul, 30th floor, Vila Ol mpia   S o Paulo
Brazil 04551-065

       Re: XP Inc.
           Draft Registration Statement on Form F-1
           Submitted September 13, 2019
           CIK #0001787425

Dear Mr. Benchimol:

       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.

Draft Registration Statement on Form F-1 Submitted on September 13, 2019

General

1.     Please disclose whether or not you will be a controlled company under
NASDAQ/New
       York Stock Exchange rules as well any exemptions available to you as a
result, whether or
       not you currently intend to utilize any such exemption.
2.     Please generally revise to clearly disclose the mechanics of how your
business works,
       including without limitation, clarification and reconciliation of the
various disclosures of
       fee income, rebates, and other revenue sources to clarify and describe
the sources of the
       various fees and other revenue sources and to disaggregate the
disclosures of revenue and
       income on pages 77-79 to match or reconcile with the disclosure in
footnote 26 to the
       financials. We may have further comments. Refer to Item 4 of Form F-1
which references
 Guilherme Dias Fernandes Benchimol
FirstName LastNameGuilherme Dias Fernandes Benchimol
XP Inc.
Comapany NameXP Inc.
October 10, 2019
Page 2
October 10, 2019 Page 2
FirstName LastName
         Part I of Form 20-F.
3.       We note that you do not believe that you or any of your subsidiaries
engage in any
         financial services activities in the United States that would require
a license from any U.S.
         federal or state banking authorities or other financial regulators.
Please provide an analysis
         as to why you have determined that you or your subsidiaries are not
subject to registration
         under the Investment Advisers Act.
4.       Please provide an analysis as to whether you are an investment company
under the
         Investment Company Act of 1940, including what exclusion from the
Investment
         Company Act of 1940 that you and your subsidiaries are relying on (if
any). In particular,
         please provide us with a detailed legal analysis (including relevant
unconsolidated
         financial information) supporting your determination. Among other
things, your analysis
         should indicate the value of your investment securities and total
assets, exclusive of cash
         items and Government securities, on an unconsolidated basis. In
addition, please explain
         why an investment in XP Inc. is not equivalent to an investment in a
fund of funds.
5.       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.
A Letter From The Founder, page v

6.       Please revise to eliminate this section of the prospectus or move the
letter to somewhere in
         the prospectus after the Risk Factor section. The forepart of your
registration statement
         should be limited to the information required by Items 1 through 3 of
Form F-1.
Introduction to XP, page 1

7.       In the last sentence of the first paragraph you state that the sources
of the data in the bullet
         points that follow are provided; however, we do not see a source for
each data point.
         Please revise to provide the specific source for the statements made,
including being the
         #1 ranked financial investment brand in Brazil, the #1 independent
financial investment
         platform, digital platform and financial network in Brazil and the #1
financial media
         portal and financial services event in Latin America.
Summary, page 1

8.       Please generally revise your disclosure to remove conclusory
statements, and establish an
         objective criterion when you describe your business and market. For
example, describe
         objectively your "massive addressable market opportunity." Also remove
"puffing" or
         subjective statements or provide us with independent supplemental
support for each such
         assertion; including, as an example only, the statement: "we will
benefit from numerous
         favorable macroeconomic and secular trends that will provide
significant tailwinds."
 Guilherme Dias Fernandes Benchimol
FirstName LastNameGuilherme Dias Fernandes Benchimol
XP Inc.
Comapany NameXP Inc.
October 10, 2019
Page 3
October 10, 2019 Page 3
FirstName LastName
Our Cohorts and Client Economics, page 3

9.       For clarity, please revise to quantify the historical growth in the
areas referenced,
         including the growth in your "share of wallet," improvement in "client
unit economics and
         cross-selling.
Our Corporate Structure, page 7

10.      Revise to briefly discuss, in separate subsections, each of the
material operating
         subsidiaries on the organizational chart, describe their operations,
and disclose for each,
         the assets and net income for the years ended December 31, 2018 and
2017 and the
         interim period of 2019.
Summary Financial Information
Non-GAAP Financial Measures, page 17

11.      We note your measure of adjusted gross cash includes adjustments for
various non-cash
         items. Please revise the name of your measure, here and elsewhere
throughout your
         registration statement, to more appropriately reflect what the measure
represents and to
         avoid confusing or misleading investors.
Risk Factors
Certain Risks Related to Our Class A Common Stock and the Offering, page 44

12.      Revise to add a risk factor addressing the preemptive rights as
briefly described on the
         cover page. In this risk, describe who has preemptive rights, what
types and quantity of
         stock are at issue, the price for any shares sold under these rights,
and the timing of when
         they may be exercised.
Organization, page 54

13.      Please revise to provide an organizational chart showing the structure
prior to the share
         exchange and to describe the operations of each entity in the chart or
provide a specific
         cross reference to where this disclosure appears in the prospectus.
Use of Proceeds, page 58

14.      We note you intend to use the proceeds of the offering for general
corporate purposes and
         list several examples of more specific uses, including acquisitions.
Please revise to
         provide more details of these specific uses and to break down the net
proceeds into each
         principal intended use thereof and if the proceeds may or will be used
to finance
         acquisitions of other businesses, give a brief description of such
businesses and
         information on the status of the acquisitions. See Item 4 of Form F-1
which references
         Part I of Form 20-F.
 Guilherme Dias Fernandes Benchimol
FirstName LastNameGuilherme Dias Fernandes Benchimol
XP Inc.
Comapany NameXP Inc.
October 10, 2019
Page 4
October 10, 2019 Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Key Business Metrics, page 67

15.      We note the definition of assets under custody ("AUC") in your
glossary of terms (page
         iii) and your disclosure of AUC trends. Based on your descriptions,
AUC appears to be a
         combination of assets under management ("AUM") and AUC. Please address
the items
         below.
           Revise your disclosures to separately distinguish (or disaggregate)
your AUM from
               your AUC amounts.
           Revise your glossary of terms to include a clear definition of AUM,
as applicable.
           As it relates to your AUM, expand your disclosure to provide more
granular details,
               such as AUM by asset class, type, or other classification that
would be meaningful to
               an investor. Supplement your revised disclosure with
rollforwards and weighted
               average fee rates (by asset class, type, etc.) along with
narratives explaining
               significant trends, and enhance your discussion of how specific
asset mix shifts are
               impacting revenues.
Operations
Description of Principal Line Items
Total Revenue and Income, page 77

16.      We note your discussion of brokerage commission and securities
placement fees, which
         are recorded within "net revenue from services rendered". We also note
your disclosure
         that "net income from financial assets" includes revenues from sales
of certain securities
         to retail and institutional clients. Please tell us and revise your
disclosures to provide
         more detail explaining how these items differ.
17.      We note your disclosure here and elsewhere (e.g., page F-26) regarding
management fees,
         which appear to include investment advisor income generated via both
your own and third
         party funds. Please address the items below.
           Quantify for us and in your disclosures the amount of revenues
attributable to funds
             managed by your investment advisors or asset managers and those
managed by third-
             parties.
           Tell us and disclose what portion of management fees are
performance-based fees
             (quantify R$ and as a percentage for the respective periods). In
this regard, expand
             your accounting policy disclosures within your financial
statements (page F-26) to
             discuss your accounting policy for performance-based fees.
           Provide us and revise your disclosures to include a fee range or a
weighted average
             management fee, and discuss key trends affecting this fee range or
weighted average.
18.      We note your disclosure on page 78 that a "small portion" of net
income from financial
         assets is linked to principal trading operations. Please quantify for
us and in your
         disclosure the proportion and / or amount of income generated from
principal trading
 Guilherme Dias Fernandes Benchimol
XP Inc.
October 10, 2019
Page 5
         operations.
Results of Operations
Year Ended December 31, 2018, Compared to the Year Ended December 31, 2017,
page 79

19.      We note your discussion and analysis of the trends impacting your
results of operations
         (here and on page 81). Please expand your analysis, where possible, to
provide a more
         granular (or detailed) discussion of the causal factors of the
increases and decreases
         identified. For example, consider revising your total revenue and
income discussion to
         address the trends and causal factors for each significant or major
service line as you have
         presented in Note 26 - Total Revenue and Income on page F-58.
Notes to consolidated financial statements
2. Basis of preparation of the financial statements
(iii) Segment reporting, page F-9

20.      We note your disclosure on page 21 that your business largely depends
on certain
         institutional brokerage clients using your solutions and trading on
your platforms, and that
         a limited number of clients can account for a "significant portion" of
trading volumes and
         transaction fees. Please tell us whether revenues with a single
customer have amounted to
         10% or more of your revenues for the periods reported. Revise your
disclosure to state
         that fact and the total amount of revenues from each such customer, as
applicable. See
         IFRS 8.34.
21.      We understand from your disclosure on page 3 and elsewhere in your
registration
         statement that you have operations outside of Brazil. Please revise
your segment
         disclosures to include geographic information about revenues and
assets to the extent that
         revenues derived from foreign countries or assets located in foreign
countries are
         material. See IFRS 8.33.
        You may contact Cara Lubit at 202-551-5909 or Hugh West at 202-551-3872
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jessica Livingston at 202-551-3448 or Michael Clampitt at 202-551-3434 with any
other
questions.



FirstName LastNameGuilherme Dias Fernandes BenchimolSincerely,
Comapany NameXP Inc.
                                                    Division of Corporation
Finance
October 10, 2019 Page 5                             Office of Finance
FirstName LastName