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    Hilltop Holdings Inc.
 6565
    Hillcrest Avenue
 Dallas, Texas 75205
 Tel: 214.855.2177
 Fax: 214.855.2173
 www.hilltop-holdings.com
 NYSE: HTH

    January 10, 2024
    Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 4720

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jee Yeon Ahn and Lory Empie

 Re: Hilltop Holdings Inc.

Form 10-K for Fiscal Year Ended December 31, 2022

Filed February 17, 2023

Form 10-Q for the Quarterly Period
Ended September 30, 2023

Filed October 23, 2023

File No. 001-31987

Ladies and Gentlemen:

Hilltop Holdings Inc., a Maryland corporation (the “Company”),
hereby files via EDGAR with the United States Securities and Exchange Commission (the “Commission”) the following response
to the Staff’s comment in a letter to the Company dated December 19, 2023. For your convenience, we have repeated the comment prior
to the response.

Form 10-Q for the Quarterly Period Ended September 30, 2023

Management's Discussion and Analysis of Financial Condition and
Results of Operations

Loan Portfolio, page 73

1. We note the tabular disclosure on page 73 detailing the composition of your gross loan portfolio, which includes commercial real
estate (“CRE”). Given the significance of CRE in your total loan portfolio, please revise your disclosures, in future filings,
to further disaggregate the composition of your CRE loan portfolio by borrower type (e.g., by office, hotel, multifamily, etc.), geographic
concentrations and other characteristics (e.g., current weighted average and/or range of loan-to-value ratios, occupancy rates, etc.)
material to an investor’s understanding of your CRE loan portfolio. In addition, revise to describe the specific details of any
risk management policies, procedures or other actions undertaken by management in response to the current environment.

Response:

We acknowledge the Staff’s comment. In future filings, we
will further disaggregate the composition of our CRE loan portfolio and discuss in more detail our risk management policies,
procedures or other actions undertaken by management in response to the current environment. The following are proposed revisions to
the Loan Portfolio section (and specifically the Banking Segment subsection) in future filings based on our September 30, 2023 Form
10-Q (additions/revisions to current disclosures are underlined).

United States Securities and Exchange Commission

January 10, 2024

Page 2

[MD&A, page 73]

Loan Portfolio

Consolidated loans held for investment are detailed in the table below,
classified by portfolio segment (in thousands).

    September 30,
    December 31,

    2023
    2022

    Commercial real estate:

    Non-owner occupied
    $ 1,878,163
    $ 1,870,552

    Owner occupied
      1,407,736
      1,375,321

    Commercial and industrial
      1,662,737
      1,639,980

    Construction and land development
      1,088,701
      980,896

    1-4 family residential
      1,783,259
      1,767,099

    Consumer
      26,212
      27,602

    Broker-dealer
      357,244
      431,223

    Loans held for investment, gross
      8,204,052
      8,092,673

    Allowance for credit losses
      (110,822 )
      (95,442 )

    Loans held for investment, net of allowance
    $ 8,093,230
    $ 7,997,231

Banking Segment

The loan portfolio constitutes the primary earning asset of the banking
segment and typically offers the best alternative for obtaining the maximum interest spread above the banking segment’s cost of
funds. The overall economic strength of the banking segment generally parallels the quality and yield of its loan portfolio.

As discussed in more detail within the section captioned “Financial
Condition – Allowance for Credit Losses on Loans” set forth in Part II, Item 7 of our 2022 Form 10-K, the banking segment’s
credit policies emphasize strong underwriting and governance standards and early detection of potential problem credits in order to develop
and implement action plans on a timely basis to mitigate potential losses. These formal credit policies and procedures provide the banking
segment with a framework for consistent underwriting and a basis for sound credit decisions. The banking segment strives to avoid the
risk of concentrations of credit in any particular industry, collateral type, location, or with any individual customer or counterparty.

To manage the credit risks associated with its loan portfolio, management
may, depending upon current or anticipated economic conditions and related exposures, apply enhanced risk management measures to loans
through analysis of a specific borrower’s financial condition, including cash flow, collateral values, and guarantees, among other
credit factors. Given the current market dynamics, including economic uncertainties, the rapid increase in market interest rates since
2022, and a deteriorating outlook for commercial real estate markets, management has heightened its specific review procedures of credits
maturing in the next six to twelve months as well as those credits associated with real estate.

The banking segment’s total loans held for investment, net of
the allowance for credit losses, were $8.7 billion and $8.5 billion at September 30, 2023 and December 31, 2022, respectively. At September
30, 2023, the banking segment’s loan portfolio included warehouse lines of credit extended to PrimeLending and its ABAs of $1.6
billion, of which $1.0 billion was drawn. At December 31, 2022, amounts drawn on the available warehouse lines of credit was $0.9 billion.
Amounts advanced against the warehouse lines of credit are eliminated from net loans held for investment on our consolidated balance sheets.
The banking segment does not generally participate in syndicated loan transactions and has no foreign loans in its portfolio.

United States Securities and Exchange Commission

January 10, 2024

Page 3

A significant portion of the banking segment’s loan portfolio
at September 30, 2023 consisted of commercial real estate loans secured by properties. Such loans can involve high principal loan amounts,
and the repayment of these loans is dependent, in large part, on a borrower’s ongoing business operations or on income generated
from the properties that are leased to third parties. The table below sets forth the banking segment’s commercial real estate loan
portfolio, by portfolio industry sector and collateral location as of September 30, 2023 (in thousands).

    Brownsville-

    Dallas-

    Harlingen-

    Other

    Commercial Real Estate
    Fort Worth
    Austin
    Houston
    McAllen
    San Antonio
    Lubbock
    Texas
    Outside Texas
    Total

    Non-owner occupied:

    Office
    $ 149,640
    $ 182,655
    $ 54,292
    $ 17,592
    $ 25,542
    $ 7,967
    $ 64,700
    $ 333
    $ 502,721

    Retail
      147,082
      73,107
      26,842
      19,929
      9,196
      12,969
      38,921
      8,963
      337,009

    Hotel/Motel
      51,164
      25,220
      73,638
      21,132
      381
      18,885
      41,759
      13,942
      246,121

    Multifamily
      11,523
      11,143
      47,095
      54,615
      -
      16,825
      57,465
      10,578
      209,244

    Industrial
      115,354
      52,218
      11,403
      5,448
      3,159
      720
      22,709
      434
      211,445

    All other
      107,654
      60,491
      27,013
      16,168
      21,192
      52,830
      51,394
      34,881
      371,623

      582,417
      404,834
      240,283
      134,884
      59,470
      110,196
      276,948
      69,131
      1,878,163

    Owner occupied:

    Office
    $ 126,231
    $ 73,007
    $ 24,454
    $ 14,861
    $ 35,643
    $ 9,358
    $ 10,679
    $ 4,035
    $ 298,268

    Retail
      12,373
      15,750
      3,384
      1,131
      197
      179
      4,050
      1,017
      38,081

    Industrial
      173,255
      37,697
      34,346
      8,666
      13,241
      6,813
      33,346
      21,052
      328,416

    All other
      339,457
      60,929
      88,620
      22,324
      49,356
      15,000
      155,700
      11,585
      742,971

      651,316
      187,383
      150,804
      46,982
      98,437
      31,350
      203,775
      37,689
      1,407,736

    Total commercial real estate loans
    $ 1,233,733
    $ 592,217
    $ 391,087
    $ 181,866
    $ 157,907
    $ 141,546
    $ 480,723
    $ 106,820
    $ 3,285,899

At September 30, 2023, the banking segment had loan concentrations
(loans to borrowers engaged in similar activities) that exceeded 10% of total loans in its real estate portfolio. The areas of concentration
within our real estate portfolio were non-construction commercial real estate loans, non-construction residential real estate loans, and
construction and land development loans, which represented 41.9%, 22.8% and 13.9%, respectively, of the banking segment’s total
loans held for investment at September 30, 2023. The banking segment’s loan concentrations were within regulatory guidelines at
September 30, 2023.

In addition, the Bank’s loan portfolio includes collateralized
loans extended to businesses that depend on the energy industry, including those within the exploration and production, field services,
pipeline construction and transportation sectors. Crude oil prices remain uncertain given future supply and demand for oil are influenced
by international armed conflicts, return to business travel, new energy policies and government regulation, and the pace of transition
towards renewable energy resources. At September 30, 2023, the Bank’s energy loan exposure was approximately $53 million of
loans held for investment with unfunded commitment balances of approximately $12 million. The allowance for credit losses on the
Bank’s energy portfolio was $0.1 million, or 0.3% of loans held for investment at September 30, 2023.

The following table provides information regarding the maturities of
the banking segment’s gross loans held for investment, net of unearned income (in thousands).

    September 30, 2023

    Due Within
    Due From One
    Due from Five
    Due After

    One Year
    To Five Years
    To Fifteen Years
    Fifteen Years
    Total

    Commercial real estate
    $ 828,253
    $ 1,438,622
    $ 956,910
    $ 62,114
    $ 3,285,899

    Commercial and industrial
      2,190,430
      311,231
      144,789
      —
      2,646,450

    Construction and land development
      879,115
      167,897
      40,658
      1,031
      1,088,701

    1-4 family residential
      128,782
      421,775
      446,128
      786,574
      1,783,259

    Consumer
      13,607
      12,231
      360
      14
      26,212

    Total
    $ 4,040,187
    $ 2,351,756
    $ 1,588,845
    $ 849,733
    $ 8,830,521

    Fixed rate loans
    $ 1,754,624
    $ 1,702,763
    $ 1,330,703
    $ 849,733
    $ 5,637,823

    Floating rate loans
      2,285,563
      648,993
      258,142
      —
      3,192,698

    Total
    $ 4,040,187
    $ 2,351,756
    $ 1,588,845
    $ 849,733
    $ 8,830,521

United States Securities and Exchange Commission

January 10, 2024

Page 4

In the table above, commercial and industrial includes amounts advanced
against the warehouse lines of credit extended to PrimeLending. Floating rate loans that have reached their applicable rate floor or
ceiling are classified as fixed rate loans rather than floating rate loans. As of September 30, 2023, floating rate loans totaling $761
million had reached their applicable rate floor and were expected to reprice, subject to their scheduled repricing timing and frequency
terms. The majority of floating rate loans carry an interest rate tied to a SOFR rate or The Wall Street Journal Prime Rate, as published
in The Wall Street Journal.

If any members of the Commission have any questions
concerning the response above or desire further information or clarification in connection therewith, he or she should contact the undersigned
at (214) 855-2171.

    Very truly yours,

    /s/ WILLIAM B. FURR

    William B. Furr

    Chief Financial Officer

CGP:cp

cc: Jee Yeon Ahn

  Lory Empie

  U.S. Securities and Exchange Commission