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                           December 20, 2022

       Brett L. Pharr
       Chief Executive Officer
       Pathward Financial, Inc.
       5501 South Broadband Lane
       Sioux Falls, SD 57108

                                                        Re: Pathward Financial,
Inc.
                                                            Registration
Statement on Form S-4
                                                            Filed December 9,
2022
                                                            File No. 333-268731

       Dear Brett L. Pharr:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact John
Stickel at 202-551-3324 with any questions.




                           Sincerely,


                           Division of Corporation Finance

                           Office of Finance
       cc:                                              Gregory F. Parisi, Esq.