SecProbe.io

June 17, 2014

Via E -mail
Jon Kessler
President and Chief Executive Officer
HealthEquity, Inc.
15 W. Scenic Pointe Dr. , Ste. 100
Draper, Utah 84020

Re: HealthEquity, Inc.
  Registration Statement on Form S -1
  Filed June 10, 2014
  File No. 333 -196645

Dear Mr. Kessler :

We have reviewed your registration statement  and have the following comment .  In our
comment , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Business, page 87

Company Overview, page 87

1. We note your response to comment 7 in our letter dated May 22, 2014.  Please provide
the requested clarification regarding the metric(s) used to measure your status as “a
leader and an innovator” where you state that you are “a leader and an innov ator.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the comp any 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.

Jon Kessler
HealthEquity, Inc.
June 17, 2014
Page 2

 Notwithstanding our comments, in the event you request acceleration of the ef fective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 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 refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are awa re of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Lilyanna Peyser, Special Counsel, at (202) 551 -3222 or Liz Walsh, Staff
Attorney , at (202) 551 -3696 or me at (202) 551 -3720 with any quest ions.

Sincerely,

 /s/ Lilyanna L. Peyser for

 Mara L. Ransom
Assistant Director

cc: Gordon Caplan