SecProbe.io

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

June 7, 2010
   J. Paul Whitehead, III Chief Financial Officer CompuCredit Holdings Corporation Five Concourse Parkway, Suite 400 Atlanta, GA  30328

Re: CompuCredit Holdings Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2009  Form 10-Q for the Quarterly Period Ended March 31, 2010  Form 8-K Filed April 2, 2010  File No. 000-53717
Dear Mr. Whitehead:
 We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents 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 your
response, please indicate your intent to include  the requested revision in future filings and
provide a draft of your proposed disclosures.  In some of our comm ents, 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 re view 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.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 7, 2010 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2009

 General

 1. Please consider the comment letters issued and requested disclosure enhancements in connection with the Purpose Financial Holdings, Inc. Form 10 in
determining appropriate level of disclosu res in future filings of CompuCredit
Holdings Corporation.
 Item 1.  Business

 Investments in Previously Charged- Off Receivables Segment, page 5

 2. Please revise to disclose they key fe atures and other additional information
regarding your balance tran sfer program, allowing an investor to understand how
the program impacts your current and future operating results and trends.

3. You disclose that most of this segmen t’s acquisitions have been comprised of
previously charged-off receivables from the credit card receivables you own and
the securitization trus ts you service.

a. Please confirm that the inter-company tr ansactions between this segment and
the Credit Cards segments are appropri ately eliminated in  consolidation.

b. Please revise your disclosure in future f ilings to clearly describe the source of
this segment’s receivables considering that your securitization trusts are now
on-balance-sheet and therefore purchases  of charged-off receivables from
these trusts are inter-company transactio ns and presumably are eliminated.

Item 5.  Market for Registrant’s Common E quity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
 Equity Compensation Plan Information

 4. In future filings, please provide the information required by Item 201(d) of
Regulation S-K under Item 12 of Form 10-K rather than Item 5.  See Regulation
S-K Compliance and Disclosure Interpretation 106.01 for additional information.
 Item 8.  Financial Statements and Supplementary Data

 Consolidated Statements of Cash Flows, page F-6

 5. Please reconcile for us the re tained interests adjustments, net amount recorded as
a reconciling adjustment in the operating section of your statement of cash flows

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 7, 2010 Page 3
to the securitization related amounts reported in your income statement.  Revise future filings to clearly  explain the relationship between these amounts.

Note 8.  Securitizations and St ructured Financings, page F-26

6. Please tell us in detail and revise futu re filings to disclose the facts and
circumstances related to the gain of $114 million recognized as a result of your
purchase of $264 million of securitizati on facility notes for $150 million.
Specifically describe the reasons the trus t decided to cancel the notes, the cash
flows associated with cancelling the not es and the calculati on of the gain.
Describe the basis for any significant accounting judgments.

Note 9.  Fair Values of Assets, page F-33

7. Please revise to disclose in future fi lings or tell us where you disclose the
information required by ASC 825-10-50-28 and 30 related to your fair value
option election for your lower-tier credit card receivables at December 31, 2009
and your newly consolidated credit card receivables and related debt facilities at
March 31, 2010.
Valuations and Techniques for Assets Measured  at Fair Value on a Recurring Basis, page
F-34
 8. Based on the disclosure throughout your fili ng regarding the nature of your loss
on retained interests in credit card receivables securitized, it appears that a significant amount of the $686,384 reported as  a decrease in securitized earning
assets due to settlements in the level 3 roll forward would be more appropriately
presented as losses during the period (net  revaluations of retained earnings).
Please tell us why you believe  your presentation is appr opriate or revise future
filings accordingly.  Refer to ASC 820-10-50-2.
 Note 13.  Convertible Senior Notes, page F-38

 9. Please provide us your calculation of the gains recorded in connection with the
repurchase of your convertible senior  notes in 2008 and explain how the
calculation is consistent with the guidance in ASC 470-20-40-20 (formerly
paragraph 21 of FSP APB 14-1).

5.875% Convertible Senior Notes Due 2035, page F-38

10. Please revise to disclose the following information related to your share lending
agreement.

a. The circumstances under which cash settlement would be required.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 7, 2010 Page 4
 b. Any requirements for BSIL to provide collateral.

c. The fair value of the outstanding loaned shares as of the balance sheet date.

d. The unamortized amount and classification of the debt issuance costs at the
balance sheet date.

e. The amount of interest cost recognized relating to the amortization of the debt
issuance cost for the periods presented.

Refer to paragraph 8 of EITF 09-1.
 11. Please revise to disclose the amount of interest cost recognized for the periods presented relating to both the contractua l interest coupon and amortization of the
discount on the liability component.  Refer to ASC 470-20-50-6b (formerly
paragraph 33a of FSP APB 14-1).
 Item 15.  Exhibits, Financial Statement Schedules

 12. Please tell us why the documents memo rializing your contractual relationship
with Urban Trust Bank have not been f iled with the Commission and included as
exhibits to your Form 10-K.
 Form 10-Q for the Quarterly Period Ended March 31, 2010

 Significant Accounting Policies and Condens ed Consolidated Financial Statement
Components

Loans and Fees Receivable, page 7

13. Please tell us why the amount of provision for loan losses in the roll-forward of
the allowance for uncollectible loans and fees receivable does not agree to the
amount of the provision for loan losses pr esented in the income statement.
 Note 10.  Convertible Senior Notes and Notes Payable

Notes Payable (Associated with Structured  Financings, at Fair Value), page 18

14. We note that structured financing notes secured by your credit card receivables
have very low weighted average interest  rates (1.9%, 3.7%, 2.5%, 2.9%).  Please
tell us in detail and revise future filings  to explain the key characteristics of the
notes and any other key factor that im pact the interest rates on the notes.

J. Paul Whitehead, III
CompuCredit Holdings Corporation
June 7, 2010 Page 5  Three Months Ended March 31, 2010, Compared to Three Months Ended March 31,
2009

Gain on Repurchase of Convertible Senior Notes, page 27

15. Please provide us your calculation of the gains recorded in connection with the
repurchase of your convertible notes dur ing the quarter and explain how the
calculation is consistent with the guidance in ASC 470-20-40-20 (formerly
paragraph 21 of FSP APB 14-1).

Provision for Loan Losses, page 27

16. You disclose that the increase in the provision for loan losses is almost
exclusively due to the conso lidation of your formerly off- balance-sheet credit card
receivable securitizations  onto your balance sheet pur suant to accounting rule
changes effective as of January 1, 2010.  You also disclose that you elected the
fair value option to measure these form erly off-balance-sheet credit card
receivables at fair value th rough earnings.  Please tell us why you have recorded a
provision for loan losses for your new on- balance-sheet receivables considering
that they are measured at fair value and do not have an allowance for loan losses.

Form 8-K Filed April 2, 2010

17. We note that the schedules and exhibits have been omitted from the amended and
restated note purchase agr eement filed as Exhibit 10.1 to the Form 8-K.  Please
amend the Form 8-K to file the note purchase agreement in its entirety.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Your re sponse letter should key your responses to our
comments, indicate your intent to include th e requested revisions in future filings,
provide a draft of your proposed disclosure s and provide any requested information.
Please file your letter on EDGAR as corre spondence.  Please understand that we may
have additional comments after review ing your responses to our comments.
 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a

J. Paul Whitehead, III
CompuCredit Holdings Corporation June 7, 2010 Page 6  statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Michael Volley, Staff Accountant, at ( 202) 551-3437, or Paul
Cline, Senior Accountant, at (202) 551-3851 if you have ques tions regarding any matters
relating to the financial statements and related matters.  Please contact Michael Seaman at (202) 551-3366 or me at (202) 551- 3698 with any other questions.

Sincerely,

Mark Webb
Legal Branch Chief