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Meta Financial Group, Inc.

5501 South Broadband Lane

Sioux Falls, South Dakota 57108

 

March 16, 2016

 

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:  Dietrich A. King

 

 

Dear Mr. King:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Meta Financial Group, Inc. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) take such action as may be necessary and proper in order that the above-referenced Registration Statement on Form S-3 may be declared effective on March 16, 2016, at 3:30 p.m., Washington, D.C. time, or as soon thereafter as possible, subject to prior telephone confirmation.

 

The Company acknowledges the following:

 

●	should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

●	the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

●	the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Please contact Lawrence D. Levin of Katten Muchin Rosenman LLP at (312) 902-5654 if you have any questions.