April 2, 2020

Jay Farner
Chief Executive Officer
Rocket Companies, Inc.
1050 Woodward Avenue
Detroit, MI 48226

       Re: Rocket Companies, Inc.
           Draft Registration Statement on Form S-1
           Submitted March 6, 2020
           CIK No. 0001805284

Dear Mr. Farner:

       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 S-1

Company Overview, page 1

1.     Please provide us with the basis for your statement that you are the
largest retail mortgage
       originator, serving 7.0% of a $2.0 trillion annual market.
2.     We note statements throughout the summary regarding your plans and
expectations for
       continued growth. Please discuss in greater detail any additional
funding needs you will
       have to drive this growth and where you expect to source the funding.
Please also address
       the fact that you do not intend to use any of the net proceeds of this
offering to fund the
       growth of your business.
 Jay Farner
FirstName LastNameJay Farner
Rocket Companies, Inc.
Comapany NameRocket Companies, Inc.
April 2, 2020
April 2 2020 Page 2
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FirstName LastName
Summary Historical and Pro Forma Condensed Combined Financial Data, page 23

3.       Please revise to disclose the significance of the disclosure of the
MSR fair value multiple.
         In addition, disclose the weighted average annualized retained service
fee in basis points
         for both originated and purchased MSRs for each of the periods
presented.
4.       Please revise to address why the "change in the collection/realization
of cash flows" is not
         considered in the determination of adjusted revenue, given that an
increase in this amount
         is considered a reduction of revenue due to higher prepayment speeds,
which occurred in
         2019. In addition, address why these amounts are not considered in the
determination of
         adjusted net income and adjusted EBITDA.
5.       Please revise to address, in the determination of "Adjusted EBITDA"
the reasons for
         adjusting for interest and amortization on non-funding debt and
excluding interest on
         funding facilities
6.       Please revise to also disclose the "net revenues" recognized for each
of the "Other Rocket
         Companies" for the periods presented in order balance the presentation
of gross revenues.
Risk Factors
We are subject to various legal actions that if decided adversely, page 39

7.       Please place this risk factor in context by describing the "successful
resolution" with the
         Department of Justice referenced on pages 102, 110, and 114.
We will be controlled by RHI, page 65

8.       Please place this risk factor in context by disclosing that RHI will
continue to control the
         outcome of matters submitted to stockholders as long as it owns at
least 10% of your
         issued and outstanding common stock. We note your disclosure in the
carryover
         paragraph at the top of page 204.
Future sales of our Class A common stock, page 68

9.       Please clarify, if true, that future issuances of Class B or Class D
common stock may be
         dilutive to Class A stockholders.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
101

10.      Please revise to address how the CARES Act of 2020, as well as the
recent Federal
         Reserve and U.S. Treasury actions, will impact the Company's loan
servicing operations
         and liquidity requirements as well as other aspects of the Company's
business.
Key Factors Affecting Results of Operations for Periods Presented, page 101

11.      Refer to the last full paragraph on page 101. Please discuss more
specifically your beliefs
         that you are "more nimble than [y]our competitors" and how this
positions you to "act
 Jay Farner
FirstName LastNameJay Farner
Rocket Companies, Inc.
Comapany NameRocket Companies, Inc.
April 2, 2020
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         quickly in response to market changes."
12.      Please describe any known trends or uncertainties that have had, or
that you reasonably
         expect will have, a material favorable or unfavorable impact on
revenue or results of
         operations. We note by way of example your disclosure that gain on
sale margin has
         decreased because of a shift in mix attributed to the Partner Network
segment and the
         fluctuations in estimated mortgage originations in 2020, 2021, and
2022 depicted in the
         graph on page 142. Refer to Item 303(a) of Regulation S-K and Section
III.B.3. of
         Release No. 33-8350.
Non-GAAP Financial Measures, page 103

13.      Please revise to provide a specific and through discussion of each of
the non-GAAP
         measures disclosed to address the significance and importance of each
measure; details on
         how management utilizes the measures and provide a comparable GAAP
measure.
Key Performance Indicators, page 106

14.      Please revise to address how you utilize the key performance
indicators in the evaluation
         of your business operations.
15.      Please revise to disclose the level of reverse mortgage activity for
the fiscal periods of
         2017 and 2018 in footnote (1).
16.      We note that you include Rockethomes.com average unique monthly visits
among the
         company's key performance indicators. Please revise to disclose how it
is calculated and
         discuss any material assumptions or limitations associated with the
metric.
Gain on sale of loans, net, page 111

17.      Please revise to address the individual impact each of the components
identified in
         footnote (2), had on the "gain on sale margin" during the comparative
periods presented.
Loan servicing (loss) income, page 112

18.      Please revise to address the changes in the discount rate between the
periods presented
         and the reasons for the changes.
19.      Please revise to address the reasons for the increase in the weighted
average service fee
         rate during fiscal 2019. Please also revise to disclose the weighted
average fees
         recognized on originated MSRs, purchased MSRs as well as fee
percentages recognized
         on subservicing for the periods presented.
Expenses, page 118

20.      Please revise to discuss and quantify the changes in client and
average client acquisition
         costs recognized during the periods presented. We note that these
costs are impacted by
         your various marketing capabilities, technology applications, and
mortgage sources, as
 Jay Farner
FirstName LastNameJay Farner
Rocket Companies, Inc.
Comapany NameRocket Companies, Inc.
April 2, 2020
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         well as partner relationships in any given period.
Summary results by segment for the years ended December 31, 2019, 2018 and
2017, page 119

21.      Please revise to clearly define "contribution margin" and address its
significance and how
         it is utilized by the Company.
Rocket Mortgage, page 133

22.      Please briefly explain the reasons, for the last five years, for
year-over-year fluctuations in
         Rocket Mortgage origination volume and market share. Refer to the
graph on page 135.
Rock Connections, page 140

23.      Please briefly substantiate that Rock Connections has a "proven track
record of
         strengthening brand reputations and driving value. . . ."
Digital First Brand and Marketing, page 149

24.      Please place the graph on page 150 in context by briefly discussing
the reasons for the
         decreasing rate of year-over-year growth in client leads.
Market Demographics Will Drive Growth, page 160

25.      Refer to the graph on page 161. Please describe the significance of
site visits to
         originations through your direct to consumer and partner network
segments and how the
         number of site visits is meaningful to investors. Please also discuss
how site visits is
         calculated and any limitations or assumptions associated with this
metric.
Description of Capital Stock
Conversion, Transferability and Exchange, page 204

26.      Please clarify whether there are any "sunset" provisions that limit
the lifespan of the Class
         B or Class D stock, other than those described here.
Choice of Forum, page 208

27.      You state that the exclusive forum provision will not apply to claims
under the federal
         securities law. Please confirm that this will be explicitly stated in
your certificate of
         incorporation or, alternatively, tell us how you plan in future
filings to make investors
         aware that the provision is not applicable to these claims.
Combined Statements of Income and Comprehensive Income, page F-4

28.      Please revise to provide pro forma tax and earnings per share data
(i.e. two class method)
         on the face of the historical financial statements given the planned
reorganization
         transactions and conversion to a C Corporation. We reference section
3410.1 of the
         Division of Corporation Finance Financial Reporting Manual.
 Jay Farner
Rocket Companies, Inc.
April 2, 2020
Page 5
Notes to Combined Financial Statements
Note 1. Business, Basis of Presentation, and Accounting Policies
Revenue Recognition, page F-9

29.      Please address the differences between the gross revenues recognized
for Core Media as
         disclosed on pages 25 and 139 to the online consumer acquisition
revenues disclosed on
         page F-9 for the periods presented.
Note 7. Transactions with Related Parties, page F-27

30.      Please revise to ensure that all loans to related parties, as
disclosed on pages 199-200 are
         appropriately reflected in the related party footnote disclosures.
8. Leases, page F-29

31.      Please revise to disclose the basis and terms and conditions on which
your variable lease
         payments are determined.
14. Minimum Net Worth Requirements, page F-39

32.      Please revise to include the requirements of AC 948-10-50-3c as well
as the significant
         servicing covenants required by 948-10-50-5.
Combined Financial Statements
16. Segments, page F-42

33.      Please revise to disclose segment assets in accordance with ASC
280-10-50-30c as well as
         separately identified significant reconciling items in accordance with
ASC 280-10-50-31.
Exhibits

34.    Please file your licence agreement with Intuit as an exhibit to the
registration statement or
FirstName LastNameJay Farner
       tell us why you are not required to do so. Please also tell us whether
you intend to update
Comapany NameRocket Companies, Inc. material contracts, including any of your
loan
       your exhibit index and file any other
       funding facilities, as exhibits to the registration statement.
April 2, 2020 Page 5
FirstName LastName
 Jay Farner
FirstName LastNameJay Farner
Rocket Companies, Inc.
Comapany NameRocket Companies, Inc.
April 2, 2020
Page 2,
April 6 2020 Page 6
FirstName LastName
        You may contact Michael Henderson, Staff Accountant, at (202) 551-3364
or Marc
Thomas, Staff Accountant, at (202) 551-3452 if you have questions regarding
comments on the
financial statements and related matters. Please contact J. Nolan McWilliams,
Attorney-
Advisor, at (202) 551-3217 or Justin Dobbie, Legal Branch Chief, at (202)
551-3469 with any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Finance
cc:      John Kennedy