November 27, 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.
           Amendment No. 1 to
           Registration Statement on Form F-1
           Filed November 20, 2019
           File No. 333-234719

Dear Mr. Benchimol:

      We have reviewed your amended 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our November 15,
2019 letter.

Amendment No. 1 to Registration Statement on Form F-1

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Key Business Metrics, page 79

1.     We note your response to comment 3. We also note that management fees
include fees
       related to AUM managed by your asset managers as well as third party
distribution fees.
       Please revise the table on page 79 to insert a line that quantifies
third party distribution
       fees included in management fees for each period. In addition, enhance
your MD&A
       narrative for each period to discuss trends and causal factors for this
component of your
       management fee revenue.
 Guilherme Dias Fernandes Benchimol
XP Inc.
November 27, 2019
Page 2

        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 Benchimol Sincerely,
Comapany NameXP Inc.
                                                     Division of Corporation
Finance
November 27, 2019 Page 2                             Office of Finance
FirstName LastName