SecProbe.io

January 3, 2012
 Via Email

Steven W. Streit Chairman, President and Chief Executive Officer Green Dot Corporation 605 E. Huntington Drive, Suite 205 Monrovia, CA 91016
Re: Green Dot Corporation
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 28, 2011 Form 10-Q for Fiscal Quarter Ended September 30, 2011 Filed November 10, 2011 File No. 001-34819

Dear Mr. Streit:
 We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 General

1. Please revise future filings, including your next Form 10-K, to disclose your bank
acquisition strategy.  In partic ular, disclose the ways in which you expect your business
model to change as a result of the acquisition; for exampl e, disclose whether you intend
to offer loans and/or maintain a loan portfo lio after the acquisition.  In addition, disclose
the strategic benefits you expect to obtain as  a result of the acquisi tion.  Provide us with
your proposed revised disclosure.
2. We note that you addressed the expected eff ects of the Durbin Amendment in your third-
quarter earnings conference call.  Please revi se future filings, incl uding your next Form

Steven W. Streit Green Dot Corporation January 3, 2012 Page 2

 10-K, to disclose the information provided in  your earnings conferen ce call relating to the
effect the Durbin Amendment might have on your business.  Provide us with your
proposed revised disclosure.
Marketing to Consumers, page 6

3. It appears based on your di sclosure that improving car dholder retention rates and
increasing the number of repeat customer s can improve revenue growth and overall
profitability, and it appears that improving thes e metrics is an objective of management.
However, we note the disclosure on page 16 indicating that many of  your cardholders use
their cards infrequently or do not reload th eir cards.  Please revise future filings,
including your next Form 10-K, to disclose historical retention ra tes and the historical
percentage of repeat customers.  Discuss wh ich promotional or other programs have been
successful in increasing retention rates.  Provide us with your proposed revised
disclosure.
 Form 10-Q for Fiscal Quarter Ended September 30, 2011

 Risk Factors

The industry in which we operate is highly competitive …, page 30

4. We note the disclosure in the fourth paragraph on page 30 re garding the risk related to
pricing competition.  It appears that certain of the competitors you identify in this risk
factor currently offer GPR cards with lower fees (e.g., no activation or monthly
maintenance fees) that provide features and benefits similar to those provided by your
GPR cards.  Please revise this risk factor in th e future to disclose, if  accurate, that certain
GPR card issuers provide, or may provide, GP R cards that offer features and benefits
similar to yours at a lower cost to consumer s.  Consider revising the document elsewhere
to explain the extent to which you believe your  pricing strategy will affect sales.  For
example, differentiate the services you provi de from those provided by your competitors
and/or explain why you believe consumer s will choose your products instead of
competitors’ products.  We note the disclosure indicating that to stay competitive, you
may have to increase the incentives you offe r your retail distributors and decrease the
prices of your products and se rvices.  Provide us with your proposed revised disclosure.
 Changes in laws and regulations to  which we are subject …, page 31

5. Please revise future filings, including your next Form 10-K, to disclose whether any
pending state or federal legislation, or other pending rules or restri ctions, would have a
negative effect on your business.  For example,  disclose whether any proposed legislation
would limit the amount of debit card fees th at can be charged and explain how such
legislation could affect your business.  Provi de us with your proposed revised disclosure.

Steven W. Streit Green Dot Corporation January 3, 2012 Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Matt McNair, Attorney-Advi ser, at (202) 551-3583 or me at
(202) 551-3698 with any questions.
Sincerely,
   /s/Mark Webb
Mark Webb
Legal Branch Chief