SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 February 1, 2010

Via Facsimile (404) 962-6743 and U.S. Mail
 W. Brinkley Dickerson, Jr., Esq. Troutman Sanders LLP 600 Peachtree Street, N.E., Suite 5200 Atlanta, GA  30308

Re: CompuCredit Holdings Corporation
Schedule TO-I filed January 28, 2010
File No. 005-85119

Dear Mr. Dickerson, Jr.:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Offer to Purchase

Conditions to the Offers – Page 17
1. We note your disclosure in the second paragraph of this section that refers to
“CompuCredit’s rights to terminate . . . the Offers in its sole discretion . . . “  Please clarify what rights you believe you have to terminate the offer in your sole discretion.  It is our position that you are only able to terminate the offers on the basis of a failed condition; otherwise the offer may be considered illusory.  Please revise to clarify.
2. Please refer to condition (5).  A tender offer may only be subject to conditions that are drafted with sufficient specificity to allow for objective verification that the conditions have been satisfied.  The referenced condition appears to be so broad as to possibly make the offer illusory.  Please delete or revise to describe the event(s) to which you are

W. Brinkley Dickerson, Jr., Esq.
Troutman Sanders LLP
February 1, 2010 Page 2
referring, so that security holders will have the ability to objectively determine whether the condition has been triggered.
3. Refer to the disclosure in the last paragraph of this section relating to your failure to exercise any of the rights described in this section.  This language suggests that once an offer condition is triggered, you must decide whether or not to waive the condition.  Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s).  Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders.  You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without  officially doing so.  Please confirm your
understanding supplementally.
4. Please see our comment above.  When an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the bidder should inform security holders how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration.  Please confirm the company’s understanding in your response letter.
 Certain United States Federal Income Tax Considerations, page 24

5. Provide an analysis supporting the legend relating to Treasury Department Circular 230 at the top of page 25 and on page 9 of the letter of transmittal or delete the legends.
 Closing Information

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the bidder is in possession of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.     In connection with responding to our comments, please provide, in writing, a statement from the issuer acknowledging that:

W. Brinkley Dickerson, Jr., Esq.
Troutman Sanders LLP February 1, 2010 Page 3
• the bidder is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
• the bidder may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Please direct any questions to me at (202) 551-3619.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code: 20549-3628.          S i n c e r e l y ,             Daniel F. Duchovny         Special Counsel         Office of Mergers & Acquisitions