CORRESP

New York

Northern California

Washington DC

São Paulo

London

Paris

Madrid

Tokyo

Beijing
Hong Kong

LOGO

Manuel Garciadiaz

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

212 450 4000 tel

212 701 5800 fax

December 2, 2019

Re:

XP Inc.

Amendment No. 1 to

Registration Statement on Form F-1

Filed November 20, 2019

File No. 333-234719

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Attn:

Cara Lubit, Staff Accountant

Hugh West, Accounting Branch Chief

Jessica Livingston, Staff Attorney

Michael Clampitt, Attorney Advisor

Ladies and Gentlemen:

On behalf of our client, XP Inc. (the “Company”), this letter sets forth the Company’s responses to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) in your letter dated November 27, 2019 (the “Comment Letter”). On November 15, 2019, the Company publicly filed a registration statement on Form F-1 (the “Registration Statement”) and on November 20, 2019, the Company publicly filed Amendment No. 1 to the Registration Statement on Form F-1 (“Amendment No. 1”) via the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”). The Company has revised Amendment No. 1 in response to the Staff’s comment and is filing concurrently with this letter Amendment No. 2 to the Registration Statement on Form F-1 (“Amendment No. 2”), which reflects these responses and certain other revisions and updates.

For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in Amendment No. 2. We are also sending, under separate cover, a marked copy of Amendment No. 2 showing changes from the Registration Statement.