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                             December 9, 2020

       Peter A. L. Macdonald
       Secretary and Executive Vice President
       loanDepot, Inc.
       c/o LD Holdings Group LLC
       26642 Towne Centre Drive
       Foothill Ranch, CA 92610

                                                        Re: loanDepot, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted on
November 12, 2020
                                                            CIK No.0001831631

       Dear Mr. Macdonald:

              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

       Prospectus Summary, page 1

   1.                                                   We note various
subjective, conclusory references to your expertise, best-in class and
                                                        industry-leading
position, including:
                                                               Industry-Leading
Recapture Rates   ;
                                                               industry-leading
growth and profitability";
                                                               industry-leading
platform";
                                                               industry-leading
customer service to every borrower";
                                                               leading
technology platform";
                                                               expertise in
digital marketing, big data and marketing analytics   ;
 Peter A. L. Macdonald
FirstName
loanDepot, LastNamePeter  A. L. Macdonald
            Inc.
Comapany9,
December    NameloanDepot,
              2020         Inc.
December
Page  2    9, 2020 Page 2
FirstName LastName
                   expertise in marketing, predictive analytics, and continuous
customer
              engagement"; and
                   best-in-class front-end interface

         Please provide support for these statements, and disclose the measure
by which you
         determined your competitive position. If any of these statements are
based upon
         management's belief, please indicate that this is the case.
2.       Refer to the third paragraph of "Our Company." Please explain what Net
Promoter Score
         (NPS) measures, how it is calculated, whether it is proprietary or
based on third-party
         data, and how it correlates to revenue growth or otherwise is
significant to your business.
3.       We note statements here and in your Business section on your continued
growth plans.
         We also note no offering proceeds will be used for this growth. Please
clarify how this
         growth will be funded and any additional funding needs you will have
to drive this
         growth.
Our Strengths
High-Growth, Profitable Financial Profile, page 9

4.       We note in the second paragraph that you provide a discussion that
includes adjusted
         revenue and adjusted net income, both of which are non-GAAP measures.
Please revise
         here, and elsewhere as necessary, to label these measures as non-GAAP,
and expand your
         discussion to include the most directly comparable GAAP measure with
equal or greater
         prominence.
Corporate Information
Recent Developments, page 12

5.       We note your disclosure of the number of loans and percentage of
servicing portfolio
         enrolled in active forbearance plans. Please continue to update this,
including the graphs
         at the top of page 13, and your related liquidity disclosure as of the
most recent practicable
         date.
6.       At the top of page 14, please clarify and quantify the item in your
list of October
         transactions "(iii) the borrowings under our Advance Receivables
Trust" to clarify
         whether you are referencing the $130 billion amount referenced on page
12 in regard to
         this Trust or advise.
Loan Origination Metrics, page 23

7.       We note that you make references throughout your registration
statement to certain loan
         metrics, including among others those related to loan officers. Please
revise your
         disclosures to include (for each of the periods presented) the
following metrics, and/or any
         other metrics that management uses and would be useful to investors in
understanding
         your operations and operating trends.
 Peter A. L. Macdonald
loanDepot, Inc.
December 9, 2020
Page 3
                Quantify the number of loan officers.
                Disclose the average monthly closings per licensed loan
officer, along with a
              definition of "closing".
                Disclose the average profitability per retail licensed loan
officer, along with a
              definition of this metric and how it is computed.
                Disclose your customer acquisition cost, differentiating
between new customer,
              recapture, and partnership originations. In addition, provide a
definition of this
              metric and how it is computed.
Summary Historical and Pro Forma Consolidated Financial Information
Key Performance Indicators
Servicing Metrics, page 23

8.       We note that you quantify "60+ days delinquent" in dollar amounts.
Please revise to also
         include your delinquency rate (%) for each period presented.
9.       Please revise to explain the significance of the Servicing rights
"Multiple" at the bottom of
         page 23, along with a narrative description of how the metric is
computed. In addition,
         provide the weighted average annualized retained service fee in basis
points for your
         Servicing Rights for each of the periods presented.
Reconciliation of Non-GAAP Measures, page 24

10.      We note your adjustment to revenue for the change in fair value of
servicing rights, net of
         hedging gains and losses with a reference to a footnote 1 on page 25.
However, it is
         unclear which footnote 1 this reference corresponds to in the
footnotes below the tables.
         Please revise to clarify accordingly.
11.      In relation to the above adjustment, please provide more fulsome
disclosure explaining the
         nature of the adjustment and why the Company believes it is meaningful
to exclude in
         evaluating the results of operations. In addition, provide a
reconciliation showing the
         components comprising the adjustment and which line items those
components are
         recorded in the financial statements.
12.      We note your adjustment for income taxes in your presentation of
adjusted net income due
         to loanDepot, inc. being subject to federal, state and local income
taxes. Please revise to
         provide a more fulsome disclosure explaining the nature of the
adjustment, change to the
         Company's tax structure, and why the Company believes it is a
meaningful adjustment.
Selected
FirstNameHistorical  Consolidated
           LastNamePeter            Condensed Financial Information, page 88
                             A. L. Macdonald
Comapany
13.        NameloanDepot,
       We note                 Inc. portfolio data for 2016 and 2015 on page 89
is incomplete.
                 that the servicing
       Please
December       revisePage
           9, 2020    to populate
                          3       this information or tell us why it cannot be
provided.
FirstName LastName
 Peter A. L. Macdonald
FirstName
loanDepot, LastNamePeter  A. L. Macdonald
            Inc.
Comapany9,
December    NameloanDepot,
              2020         Inc.
December
Page  4    9, 2020 Page 4
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019
Gain on Origination and Sale of Loans, Net, page 106

14.      We note your discussion of the changes in the components of gain on
origination and sale
         of loans, net, on page 107. Please expand your discussion(s), as
applicable, to provide a
         more granular analysis and quantification of the factors causing the
respective changes.
         Consider, but do not limit your disclosure to, the following examples:
                 Where you attribute the increases in net premiums realized
upon the sale of loans to
              investors to the volume of loan originations, provide additional
quantification of the
              loan volumes (i.e., number of loans sold in the respective
periods) along with your
              explanation of the causal factors and known trends.
             Where you discuss the changes in servicing rights, provide
additional quantification
              of the volume of loans sold on a servicing-retained basis along
with your explanation
              of the causal factors. In addition, provide more granularity into
the causal factors for
              the increases/decreases in estimated servicing multiples.
             Where you discuss the changes in your unrealized gains from
derivative assets and
              liabilities   IRLCs, expand your discussion to provide
quantification of the number of
              IRLCs during the respective periods, along with your explanation
of the causal
              factors.
Change in Fair Value of Servicing Rights, Net, page 108

15.      We note that you attribute, in part, a change of $70.5 million in
realized losses resulting
         from increases in fallout and decay of the portfolio as a result of
increased prepayment
         speeds due to decreases in market interest rates. Where you attribute
changes to modeling
         assumptions (e.g., prepayment speeds) please provide quantification of
the weighted
         average prepayment rates (for the respective periods) along with your
explanation of the
         causal factors of the change and any known trends.
Liquidity and Capital Resources, page 124

16.      Please tell us whether you intend to file as exhibits to the
registration statement any of
         your loan funding facilities as material contracts.
Retail and Partner Strategies, page 140

17.      Noting references here and elsewhere to your "partnership with one of
the 10 largest U.S.
         retail banks by total assets," and the statement that 28% of your
origination volume is
         from your Partner strategy, please quantify if material the percentage
of this 28% that is
         from this partnership with the top 10 bank or advise.
 Peter A. L. Macdonald
FirstName
loanDepot, LastNamePeter  A. L. Macdonald
            Inc.
Comapany9,
December    NameloanDepot,
              2020         Inc.
December
Page  5    9, 2020 Page 5
FirstName LastName
Business
Marketing Strategy, page 142

18.      Regarding your disclosure that your "organic refinance consumer direct
recapture rate was
         67%" compared to "industry average refinance recapture rate of only
18%," clarify the
         source of the cited 67% recapture rate and clarify whether these are
the same standard and
         what percentage of your refinance and purchase transactions fall into
this category of
         "organic refinance consumer direct." Where you make comparisons with
the industry
         average, please ensure that the measures are the same or explain how
they differ.
Expand Upon Our Already Massive Top-of-Funnel Reach, page 151

19.      Please briefly define "top-of-funnel" as you use it in your
prospectus. Please also advise
         us of the basis for statements that your top-of-funnel reach is
"massive" or revise to
         describe your reach objectively.
Certain Relationships and Related Party Transactions
Joint Ventures, page 179

20.      Please expand to clarify the related party nature of these joint
ventures or advise.
Consolidated Balance Sheets, page F-5

21.      We note your disclosure of various distributions to unitholders in
September, October and
         November 2020, which have not yet been reflected in your financial
statements. Please
         note that if a planned distribution to owners, regardless of whether
it has been declared, is
         not reflected in the latest balance sheet but would be significant
relative to reported equity,
         a pro forma balance sheet reflecting the distribution accrual (but not
giving effect to the
         offering proceeds) should be presented alongside the historical
balance sheet in the filing.
         We refer to section 3420 of the Division of Corporation Finance
Financial Reporting
         Manual.
Consolidated Statements of Operations, page F-7

22.      Please revise to present a basic and diluted earnings per share, or
tell us why you do not
         believe it is required. Refer to ASC 260-10-15-2.
23.      We note your reorganization transaction will result in a change to
your tax structure.
         Please revise to provide pro forma tax and earnings per share data on
the face of the
         historical financial statements. Refer to section 3410 of the Division
of Corporation
         Finance Financial Reporting Manual.
 Peter A. L. Macdonald
FirstName
loanDepot, LastNamePeter  A. L. Macdonald
            Inc.
Comapany9,
December    NameloanDepot,
              2020         Inc.
December
Page  6    9, 2020 Page 6
FirstName LastName
Notes to Consolidated Financial Statements
Note 15 - Commitments and Contingencies
Legal Proceedings, page F-46

24.      We note that the Company is the defendant, in or a party to, a number
of legal actions or
         proceedings that arise in the ordinary course of business. We also
note your disclosure
         stating that when it is probable a liability has been incurred and the
Company can
         reasonably estimate the amount of the loss, an accrued liability is
established. Please
         revise your disclosures to provide more fulsome details regarding the
nature of the legal
         proceedings to which the Company is a defendant, relevant dates of
activities, and clearly
         disclose an estimate of the possible loss or range of loss in excess
of accruals, or a
         statement that such an estimate cannot be made. Refer to ASC
450-20-50.
       You may contact Robert Klein at 202-551-3847 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 J. Nolan McWilliams at
202-551-3217 with any
other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Finance