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PAUL DAVIS FANCHER

404.885.3310 Telephone

404-962-6755  Fax

paul.fancher@troutmansanders.com

TROUTMAN

SANDERS

TROUTMAN SANDERS LLP

Attorneys at Law

Bank of America Plaza

600 Peachtree Street, NE

Suite 5200

Atlanta, Georgia  30308-2216

404.885.3000 telephone

404.885.3900 facsimile

troutmansanders.com

June 25, 2010

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:           Michael Seaman

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. Seaman:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “SEC”) set forth in your letter dated June 7, 2010 (the “Comment Letter”) to J.Paul Whitehead, III, Chief Financial Officer of CompuCredit Holdings Corporation (the “Company”), with respect to the above-referenced SEC filings.

We are authorized by the Company to provide the responses contained in this letter on its behalf.  The terms “we,” “us,” and “our” in the responses refer to the Company.  For your convenience, we set forth each comment from the Comment Letter in bold typeface and include the Company’s response below it.  The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.  We also are sending a courtesy copy of this letter to you by Federal Express.

ATLANTA      CHICAGO      HONG KONG      LONDON      NEW YORK      NEWARK      NORFOLK      ORANGE COUNTY

RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS CORNER     VIRGINIA BEACH     WASHINGTON, DC

Mr. Michael Seaman

June 25, 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 disclosures in future filings of CompuCredit Holdings Corporation.

Company Response:

In addition to the Company’s expanded disclosures for the business segments represented by Purpose Financial Holdings, Inc. both in its Form 10-K for the year ended December 31, 2009 and its Form 10-Q for the period ended March 31, 2010, which comport with the disclosures in the Form 10 and Staff comments received to date thereon, the Company will continue to consider any future Form 10 Staff comments in connection with its future filings.

Item 1.  Business

Investments in Previously Charged-Off Receivables Segment, page 5

2.

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

Company Response:

At March 31, 2010, loans and fees receivable associated with the balance transfer program represented less than 1.8% of the Company’s consolidated loans and fees receivable.  Nonetheless, to the extent applicable the Company will include disclosure to the following effect in its future filings:

Through our Investments in Previously Charged-Off Receivables segment, as market conditions and other factors justify, we acquire and sell previously charged-off credit card receivables and apply our collection expertise to the receivables we own.  Additionally, we solicit accounts to participate in our balance transfer program whereby we offer potential customers a credit card product in exchange for payments made on outstanding charged-off debt that we either have purchased or have agreed to purchase upon acceptance of the offer terms.  As consumers pay down their existing outstanding debt balance we increase the amount of available credit

Mr. Michael Seaman

June 25, 2010

Page 3

under the credit card product.  The initial costs of this program are relatively low when compared to our traditional credit card offerings and we anticipate growing this product at a moderate pace during the coming quarters.  Currently this product offering represents less than 1.8% of our consolidated loans and fees receivable.

3.

You disclose that most of this segment’s acquisitions have been comprised of previously charged-off receivables from the credit card receivables you own and the securitization trusts you service.

a.

Please confirm that the inter-company transactions between this segment and the Credit Cards segments are appropriately eliminated in consolidation.

b.

Please revise your disclosure in future filings 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 transactions and presumably are eliminated.

Company Response:

In consolidating the controlling interests in all of the Company’s consolidated subsidiaries, the Company properly eliminates all material intercompany transactions that occur between all subsidiaries that are consolidated within the Company’s financial statements (including all material intercompany Investment in Previously Charged-Off Receivables segment subsidiary purchases of charged-off receivables from consolidated subsidiaries that comprise the Company’s Credit Cards segment).

The intercompany profits associated with the Company’s Investment in Previously Charged-Off Receivables segment’s assets that it purchased from consolidated subsidiaries within the Credit Cards segment and held at March 31, 2010 comprised less than 1% of the Company’s consolidated total assets at March 31, 2010. Moreover, the Company eliminates such profits in determining its earnings.  Nonetheless, to the extent applicable the Company will include disclosure to the following effect in future filings:

Previously charged-off receivables held as of June 30, 2010 principally are comprised of:  normal delinquency charged-off accounts purchased from outside third parties as well as certain of our consolidated subsidiaries; charged-off accounts associated with Chapter 13 Bankruptcy-related debt; and charged-off accounts acquired through this segment’s balance transfer program prior to such time as credit cards are issued relating to the program’s underlying accounts. At June 30, 2010, $[XX] million of our investments in previously charged-off receivables balance was

Mr. Michael Seaman

June 25, 2010

Page 4

comprised of previously charged-off receivables that our Investments in Previously Charged-Off Receivables segment purchased from our other consolidated subsidiaries, and in determining our net income or loss as reflected on our consolidated statements of operations, we eliminate all material intercompany profits that are associated with these transactions.

Item 5. Market for Registrant’s Common Equity, 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.

Company Response:

In future filings, the Company will provide the information required by Item 201(d) of Regulation S-K under Item 12 of Form 10-K rather than Item 5.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F-6

5.

Please reconcile for us the retained interests adjustments, net amount recorded as a reconciling adjustment in the operating section of your statement of cash flows to the securitization related amounts reported in your income statement.  Revise future filings to clearly explain the relationship between these amounts.

Company Response:

Because of the January 1, 2010 consolidation of all of the Company’s credit card securitization trusts onto its balance sheet, there will be no need for any future reconciliations.  This noted, the retained interests adjustments, net line item on the Company’s consolidated statements of cash flows for 2009 and 2008 is directly analogous to the provision for loan losses add-back to net loss in those years—both such amounts being necessary to determine net cash provided by operating activities. Specifically, the provision for loan losses with respect to credit card receivables that have not been securitized is a non-cash charge to earnings and must be adjusted or added back to net loss in 2009 and 2008 to determine the Company’s net cash provided by operating activities. Similarly, the retained interests adjustments, net line item with respect to retained interests in securitized credit card receivables is also an adjustment or add-back to 2009 and 2008 net losses for all non-cash charges to earnings corresponding with losses on the securitized credit card receivables underlying the Company’s former retained interests assets.

Mr. Michael Seaman

June 25, 2010

Page 5

In contrast, the Company’s losses on retained interest in credit card receivables securitized on its 2009 and 2008 consolidated statements of operations essentially equals the net of (1) non-cash losses on the Company’s retained interests in credit card receivables securitized associated with losses on those receivables (i.e., the retained interests adjustments, net line item on the Company’s consolidated statements of cash flows), and (2) finance charge and fee income, net of costs of funds, associated with the Company’s securitized credit card receivables, the cash collections of which should be and are properly reflected as a reduction of the Company’s 2009 and 2008 net losses in its consolidated statements of operations.

To summarize, the primary (and only material) difference between the losses on retained interest on the Company’s consolidated statements of operations and the retained interests adjustments, net amount reflected as an addition (or add-back) to the Company’s 2009 and 2008 net losses in determining the Company’s cash flows provided by operations is the cash collections of the Company’s finance charge and fee receivables (net of payments for costs of funds) associated with its securitized credit card receivables. Such cash collections of the Company’s finance charge and fee receivables (net of payments for costs of funds) represent the only component of the Company’s losses on retained interests from the Company’s consolidated statements of operations that should affect the Company’s net cash provided by operating activities. Accordingly, it is necessary to adjust the Company’s 2009 and 2008 net losses to add back and remove from such net losses all components of the Company’s losses on retained interest except for the finance charge and fee collections (net of payments for costs of funds); all of these other components represent non-cash items. This add-back is analogous to the provision for loan losses add-back that applies to the Company’s non-securitized loans and fees receivable before 2010 and to the Company’s previously securitized credit card receivables in all post-2009 periods given the Company’s consolidation of its securitization trusts effective January 1, 2010. This add-back also produces comparable and identical effects on the Company’s net cash provided by operating activities with respect to the Company’s credit card receivables, both before and after the consolidation of the Company’s securitization trusts onto its balance sheet.

Note 8.  Securitizations and Structured Financings, page F-26

6.

Please tell us in detail and revise future 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 securitization facility notes for $150 million. Specifically describe the reasons the trust decided to cancel the notes, the cash flows associated with cancelling the notes and the calculation of the gain. Describe the basis for any significant accounting judgments.

Mr. Michael Seaman

June 25, 2010

Page 6

Company Response:

The following explanation is provided to address this Staff comment and (except for the bracketed explanatory language below) an explanation similar to this also will be incorporated into or cross-referenced within the discussions of this transaction in the Company’s future filings:

Based on inquiries from an unrelated party that held the notes (with a face amount of $264 million) under a six-year term facility issued within our upper-tier originated portfolio master trust, an opportunity arose for us to repurchase the notes for $150 million in cash consideration, which represented a discount to the face amount of the notes. Upon completion of the transaction, and in recognition of the fact that we also owned the residual or retained interest in the upper-tier originated portfolio master trust, we sought to combine the purchased notes with our owned retained interest in the trust through cancellation of the notes by the trust. The cancellation of the notes by the trust increased our retained interest in the trust by the amount of collateral allocable to the cancelled series. Hence, we accounted for the transaction as a contribution of the notes (a “financial asset”) to our upper-tier originated portfolio master trust in exchange for retained interests in the trust, thereby generating a securitization gain equal to the difference between the face amount of the contributed notes ($264 million) and their fair value ($150 million). [Because the transaction occurred pursuant to a negotiated transaction between disinterested parties, the accounting for the transaction required no significant accounting judgments. That is to say that the fair value of the notes was the $150 million paid for the notes in cash and the face amount of the notes was known at $264 million, resulting in a securitization gain computation of $114 million. From the trust’s perspective, the retirement or cancellation of the notes was a perfunctory administrative exercise similar to any bond issuer’s repurchase of its bonds and retirement of those bonds.]

Upon retirement of the notes by the trust, cash flow activities associated with the securitization trust continued in the ordinary course (e.g., the trust continued to draw under variable funding notes to the extent of any excess collateral maintained within the securitization trust and to collect payments on the underlying credit card receivables, and the trust continued to make distributions of cash to the transferor and other beneficial interest holders and to make payments to the servicer in accordance with governing trust documents). Moreover, the accounting for our retained interests in the securitization trust also continued in the ordinary course. In determining the fair value of our residual interests after the completion of the transaction, we applied our usual valuation model, considering only the underlying credit card receivables and remaining outstanding securitization notes after the transaction. Resulting changes in the fair value of our retained interests at the end of the relevant reporting period (as in all reporting periods) were included within the losses on retained interest in credit card receivables securitized subcategory of our loss on securitized earning assets category (the same category that included the $114 million securitization gain associated with the notes’ repurchase and contribution to the trust) on our 2010 consolidated statement of operations.

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

7.

Please revise to disclose in future filings or tell us where you disclose the information required by ASC 825-10-50-28 and 30 related to your fair value opti