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  Sheppard,
                         Mullin, Richter & Hampton LLP

12275 El Camino
Real, Suite 100

San Diego, California
92130

858.720.8900
main

858.509.3691
fax

www.sheppardmullin.com

May 30, 2024

File Number: 04BR-370249

VIA EDGAR AND FEDERAL EXPRESS

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, D.C. 20549

    Attention:
    John Cannarella

    Karl Hiller

    Re:
    LendingTree, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2023

    Filed February 29, 2024 (the “2023 Form 10-K”)

    Comment letter dated May 3, 2024

    File No. 001-34063

Dear Messrs. Cannarella and Hiller:

We are submitting this letter at the request and
on behalf of LendingTree, Inc. (the “Company”) in response to comments contained in the letter dated May 3, 2024, from
the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Douglas
Lebda, Chief Executive Officer of the Company.

The responses set forth below have been organized
in the same manner in which the Commission’s comments were organized.

Form 10-K for the Fiscal Year Ended December
31, 2023

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

Results of Operations for the Years
ended December 31, 2023 and 2022, page 40

1.       We
note your disclosure on page 39 stating that you continued to grow your user base during 2023, with an additional 3.4 million new users
resulting in cumulative sign-ups of 28.2 million as of year-end. Please expand this disclosure to explain how you define user base and
view the utility of the measure in understanding your results of operations.

Please also clarify the extent to which you
have accounted for attrition in calculating your user base, and how the measure compares to the number of active or current users associated
with the transactions underlying revenues for each period.

May 30, 2024

Page 2

RESPONSE:

We acknowledge your comment and when we disclose
our Spring user base, we will expand our disclosures around Spring. However, the Spring platform is not yet driving significant revenue
and thus we will continue to evaluate disclosures as this platform evolves.

The Company calculates the
number of Spring users at period end as the number of users that had an active account at any point during the quarter that includes the
period end date. The calculation of change from one period end to another therefore reflects a net change, and users that de-activated
their accounts prior to the most recent quarter are no longer considered in the user base at the end of the most recent quarter. The Company
believes that revenue contribution is the most meaningful way to measure the impact of the Spring platform to our results of operations.

Below is the proposed example
disclosure for the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that would
be included in future filings:

LendingTree Spring (previously MyLendingTree)

We consider certain metrics
related to Spring set forth below to help us evaluate our business and growth trends and assess operational efficiencies. We believe our
Spring platform drives repeat user engagement resulting in lower acquisition costs and increases consumer lifetime value. The calculation
of the metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors.

We added [●] million
net new users in [period], bringing cumulative active users to [●] million as of [period end date]. We calculate the number of Spring
users at a period end as the number of users that had an active account at any point during the quarter that includes the period end date.
Users that de-activated their accounts prior to the most recent quarter are no longer considered in the user base at the end of the most
recent quarter. We attribute approximately [$●] million of revenue, or [●]% of total revenue, in [period] to registered Spring
users who initiated their transaction from the Spring platform.

2.       We
note that while your accounting policy disclosures on pages 61 and 62 indicate that your revenues are derived from match fees, click and
phone transfer fees, closing fees, approval fees, and service and subscription fees, you do not quantify any of these driver metrics in
your discussion and analysis of the results of operations.

For example, the disclosures regarding consolidated
and segment revenues that begin on pages 40 and 44 appear to attribute various decreases in revenues to declines in the number of refinancing
transactions and home purchases, though do not report the extent to which the number of fee generating transactions have changed for any
period. You also mention a decrease in the number of consumers completing request forms, though do not quantify the number of request
form submissions for any period.

We note that your discussion and analysis does
not include information about operating metrics that you agreed to provide in conjunction with a prior review. For example, you agreed
to report information about mortgage revenue per lead, purchase volume, and revenue per approval in your August 19, 2022 response letter.

May 30, 2024

Page 3

We believe that your discussion and analysis
should include meaningful and comparative quantification of the key deliverables/revenue generating metrics that you describe on pages
61 and 62, and when discussing the reasons for material changes in one or more line items, which may involve material changes within a
line item that offset one another, you should provide quantification of the change attributable to each of the specific reasons identified
to comply with Item 303(b) of Regulation S-K.

Given that your financial statements reflect
material changes in various categories of revenues, you are also required to report the extent to which such changes are attributable
to changes in prices and separately to changes in volumes, to comply with Item 303(b)(2)(iii) of Regulation S-K. Please submit the revisions
that you propose to address the concerns outlined above in an amendment to your annual report.

RESPONSE:

The Company is generally paid
by its customers based on an agreed upon fee per match, click, or phone transfer or based on fee for a closing or approval event. However,
management does not analyze the Company’s business based on categories of monetization methods. More specifically, management does
not report internally the portions of overall revenue or revenue by product or segment represented by the various monetization methods,
and management does not make decisions about the business, or resources allocated to the business, based on monetization methods. Thus,
the Company does not believe that providing this information in periodic reports would enhance the understanding of its results of operations.

In its response to the August
19, 2022 comment letter from the Staff, the Company stated “…we will add specific operating metrics related to significant
product revenues, approvals and volumes disclosed in our press releases in order to enhance our discussion around period over period operating
trends.” The Company thereby committed to ensuring metrics disclosed in its press releasees would also be disclosed in its quarterly
and annual periodic filings with the Securities and Exchange Commission. The Company has attempted to align its disclosures in periodic
filings to include all significant product revenues, approvals and volumes disclosed in its press releases consistent with the noted comment
response. Management’s discussion of the business and associated metrics in its press releases has evolved over time, and management
will continue to evolve such discussions to correspond with what they believe are the important drivers of the Company’s financial
results in a given period. The Company’s press release discussing fiscal year 2023 results did not include any metrics for product
revenues related to price or volume, and it therefore did not include such metrics in Management’s Discussion and Analysis of Results
of Operation in the Company’s Form 10-K for year ended December 31, 2023. The Company therefore believes that the disclosures in
its Form 10-K were in accordance with the cited comment response.

The Company notes that pages
40 and 41 of its 2023 10-K within the Revenue section of the Results of Operations for the Years ended December 31, 2023 and 2022 indicates
the extent to which changes in revenue for significant products discussed are attributable to changes in prices and separately to changes
in volumes. However, upon consideration of this comment, the Company believes that a more consistent quantification of changes in prices
and volume would enhance the disclosure. Accordingly, in addition to the discussion about whether the change in revenue for the significant
products discussed is due to increases/decreases in price and/or increases/decreases in volume, the Company will also include the percentage
change in the price and/or volume metric for each significant product discussed.

Below indicates what the proposed
disclosure would be for the relevant section of “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in the 2023 Form 10-K.

May 30, 2024

Page 4

Revenue

Revenue decreased in 2023 compared to 2022
due to decreases in our Home, Consumer and Insurance segments.

Our Consumer segment includes the following
products: credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products such
as credit repair and debt settlement. Many of our Consumer segment products are not individually significant to revenue. Revenue from
our Consumer segment decreased $117.2 million in 2023 from 2022, or 30%, primarily due to decreases in our personal loans, credit
cards, small business loans products and other credit products. Several of our other products in the Consumer segment experienced decreases
in revenue in 2023 from 2022.

Revenue from our personal loans product decreased
$44.0 million, or 31%, to $100.1 million in 2023 from $144.1 million in 2022 primarily due to a 22%
decrease in the number of consumers completing request forms and an 11% decrease in revenue earned
per consumer.

Revenue from our credit cards product decreased
$38.2 million, or 38%, to $62.0 million in 2023 from $100.2 million in 2022 primarily due to a 27%
decrease in the number of clicks and a 15% decrease in revenue earned per click.

For the periods presented, no other products
in our Consumer segment represented more than 10% of revenue; however, certain other Consumer products experienced notable changes. Revenue
from our small business loans product decreased $16.5 million, or 24%, in 2023 compared to 2022, due to a decrease in revenue earned per
consumer and a decrease in the number of consumers completing request forms. Revenue from our credit products decreased $12.1 million,
or 28%, in 2023 compared to 2022 primarily due to the closure of our Ovation credit services business at the end of the second quarter
of 2023. Student loans decreased $5.7 million in 2023 compared to 2022, due to a decrease in the number of consumers.

Revenue from our Insurance segment decreased
$49.5 million, or 17%, to $249.6 million in 2023 from $299.1 million in 2022 primarily due to a 23%
decrease in the revenue earned per consumer, partially offset by an 8% increase in the number
of consumers completing request forms.

Our Home segment includes the following products:
purchase mortgage, refinance mortgage, and home equity loans and lines of credit. We ceased offering reverse mortgage loans in the fourth
quarter of 2022. Revenue from our Home segment decreased $145.6 million, or 50%, in 2023 from 2022 primarily due to a decrease in
revenue from our mortgage products.

Revenue from our mortgage products decreased
$120.8 million, or 67%, to $58.7 million in 2023 from $179.4 million in 2022, primarily due to a 45% decrease
in the number of consumers completing request forms and a 40% decrease in revenue earned per consumer. Revenue from our refinance
mortgage product decreased $82.9 million in 2023 compared to 2022, primarily due to a decrease in the number of consumers completing request
forms and a decrease in revenue earned per consumer as interest rates continued to increase in 2023. Revenue from our purchase mortgage
product decreased $37.9 million in 2023 compared to 2022 primarily due to decreases in revenue earned per consumer and in the number of
consumers completing request forms.

Revenue from our home equity loans and lines
of credit product decreased $20.7 million, or 20%, to $85.1 million in 2023 from $105.8 million in 2022 primarily due to
a 23% decrease in the revenue earned per consumer,
slightly offset by an 5% increase in the number
of consumers completing request forms.

As the Company believes the
disclosures in the Company’s 2023 Form 10-K were consistent with the commitment in the Company’s 2022 comment response, the
Company respectfully requests that this additional metric be added to the quarterly and annual filings going forward, rather than through
an amendment to the filed 2023 Form 10-K.

May 30, 2024

Page 5

3.       We
note that you provide differing levels of detail regarding the reasons associated with various changes in activity when discussing the
consolidated and segment information on pages 40-41, and 44-45, also with regard to market or industry conditions and your plans for the
future. For example, you refer to the number of consumers completing request forms, the number of clicks and revenue earned per click,
and revenue earned per consumer when discussing consolidated revenues though do not identify these reasons when discussing revenues within
the segment narratives. You appear to discuss product mix in the segment narratives though not within those pertaining to the consolidate
entity.

Please expand your disclosures at the forepart
of this section to advise readers of your disclosure approach in structuring content relative to the consolidated entity and separately
for the reportable segments, and revise your disclosures as necessary to differentiate between company-specific information and contextual
information about the market or industry. For example, clarify the extent to which your reference to existing home sales on page 44 is
correlated with your transactional volumes.

Given that you identify segment profit as the
primary performance measure and discuss segment revenues in the adjacent narratives, it would be helpful to include segment revenues and
cost of revenues, as well as the margins referenced in your narratives, within the segment profit tabulation. Please expand the related
narratives to also address cost of revenues and changes in the relationship between revenues and cost of revenues.

RESPONSE:

In order to clarify the structure
of the Company’s discussions within Revenue (the consolidated discussion) and Segment Profit (the reportable segment discussion)
in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”),
the Company will include the following introduction in future filings:

Our discussion within Revenue provides the
details of consolidated revenue by segment and significant products. In this section, we describe overall changes in revenue in our segments
and significant products within each segment and increases or decreases in revenue from the prior period. We also provide insight into
how changes in price and volume in each significant product impacted product revenue.

Our Segment Profit is a discussion of profitability
within each segment of the business. It is impacted by segment revenues as well as segment cost of revenue and market