April 26, 2018
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: David Lin
| Re: | Meta Financial Group, Inc. |
Registration Statement on Form S-4 (File No. 333-223769)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Meta Financial Group, Inc. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission take such action as may be necessary and proper in order that the above-referenced Registration Statement on Form S-4, as amended (the “Registration Statement”), may be declared effective on April 27, 2018, at 4:00 p.m., Eastern time, or as soon as possible thereafter.
Please call Lawrence D. Levin ((312) 902-5654) of Katten Muchin Rosenman LLP, Counsel to the Company, as soon as the Registration Statement is declared effective.
| Very truly yours, | ||
| Meta Financial Group, Inc. | ||
| By: | /s/ Glen W. Herrick | |
| Name: | Glen W. Herrick | |
| Title: | Executive Vice President | |
| and Chief Financial Officer | ||
| cc: | Lawrence D. Levin, Esq., Katten Muchin Rosenman LLP |
Bradley J. Wyatt, Esq., Dickinson Wright PLLC