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            Stradley Ronon Stevens & Young, LLP

            2005 Market Street, Suite 2600

            Philadelphia, PA  19103

            Telephone  215.564.8000

            Fax  215.564.8120

    Susan Gault-Brown

    Sgault-brown@stradley.com

    202-507-5171

    October 24, 2023

    Filed via EDGAR

    Mr. Bernard Nolan, Esq.

    Division of Investment Management

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

            Subject:

            Confidential Amended Draft Registration Statement (“Amendment”) for Figure Certificate Company on Form S-1

            (File No. 377-06683)

    Dear Mr. Nolan:

    On behalf of Figure Certificate Company (the “Company”), below are responses to the oral comments of the staff (the “Staff”) of the U.S.
      Securities and Exchange Commission (the “Commission”), provided on October 12, 2023, with regard to both the Company’s Amendment, as submitted confidentially on July 21, 2023, to register Figure Transferable Certificates and Figure Installment
      Certificates (together, the “Figure Certificates” or “Certificates”) and the Company’s responses to the Staff’s prior comments (“Prior Comments”) set forth in the Company’s Comment Response Letter, submitted confidentially on July 21, 2023.

    Each oral comment from the Staff is summarized below, followed by the Company’s response to the comment.  Terms not defined herein shall
      have the meaning set forth for that term in the Amendment.

    Prior Comments

          1.

            Comment: Your response to Prior Comment 2 states, “The Company intends to apply for an exemptive order pursuant to Section 28(c) of the Investment Company Act of 1940 (the “40 Act”)
                relating to the deposit and maintenance with one or more institutions having the qualifications required by Section 26(a)(1) of the 40 Act of investments maintained by the Company as certificate reserves.”

    Please clarify whether you intend to apply for an exemptive order with respect to
      the requirement to deposit and maintain investments meeting minimum reserves requirements with one or more institutions that have the qualifications set forth in Section 26(a)(1) for a trustee of a unit investment trust.  In this regard, we note that
      this response conflicts with your response to Prior Comment 78, which states “The Company has not yet contracted with a custodian, but it intends to only contract with a custodian that meets the requirements of Section 28(b) of the 40 Act, including
      having the qualifications required by Section 26(a)(1) of the 40 Act.”

    Response: The Company intends
      to apply for an exemptive order pursuant to Section 28(c) of the Investment Company Act of 1940 (the “40 Act”) relating to the deposit and maintenance with one or more institutions having the qualifications required by Section 26(a)(1) of the 40 Act
      of investments maintained by the Company as certificate reserves.  We believe this is consistent with our representation that only contract with a custodian that meets the requirements of Section 28(c) of the 40 Act, including having the
      qualifications required by Section 26(a)(1) of the 40 Act. The reference to Section 28(b) was in error; the reference should have been to Section 28(c).

          2.

            Comment: Prior Comment 9 states in the third bullet point, “disclose any policies and procedures you will have in place for managing the liquidity risks associated with potential
                surrenders of certificates and how you will evaluate such risks in light of the required valuation methodology.” Please respond to this bullet in correspondence more specifically, as it is unclear how you will meet surrender obligations.

    Response:
      The Company will maintain policies and procedures specific to managing the liquidity risks associated with potential surrenders of Certificates, which will ensure that the Company at all times has sufficient liquid assets – valued both at amortized
      cost and at market value – to satisfy the surrender of all outstanding Certificates.  By valuing assets using both valuation methodologies, the Company will be able to meet its obligations, even if it is forced to sell assets at their market value.

          3.

            Comment: Related to Prior Comment 9, please provide disclosure in the Prospectus that refers investors to the website on which the daily reserve ratios will be disclosed.

    Response:
      The requested disclosure has been added to the Prospectus.

          4.

            Comment: We are unable to identify disclosure that has been provided in response to Prior Comment 15 which requested, in part, disclosure of use case examples for your Face Amount
                Certificates and an explanation as to how investors will become aware of potential counterparties for peer-to-peer transfers. This Comment is particularly related to the Figure Transferable Certificates, which you

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    characterize as potentially attractive alternatives to stable coins in response to Prior Comment 10.
      Please tell us whether you expect that peer-to-peer transfers in the Figure Transferable Certificates will predominately occur on or through smart contracts.

    Response:
      The requested disclosure has been added to the Amendment.  With respect to smart contracts, the Company does not expect that peer-to-peer transfers in the Figure Transferable Certificates will predominantly occur on or through smart contracts.

          5.

            Comment: The last sentence of your response to Prior Comment 22 states, “Finally, the Company’s Installment Certificates, no matter when issued, will all have the same rate (SOFR
                minus 50 bps, with a minimum of 0%), and the Company’s Transferable Certificates will all have the same rate (equal to SOFR).” We note that this is inconsistent with the disclosure that has been provided in the Prospectus. Please confirm
                that the Figure Transferrable Certificates will all have the same rate of SOFR minus 50 basis points and the Figure Installment Certificates will all have the same rate, equal to SOFR.

    Response:
      In the sentence quoted above, the Company inadvertently switched the interest rates applicable to the Transferable Certificates and the Installment Certificates.  The correct wording is: “Finally, the Company’s Installment Certificates, no matter
      when issued, will all have the same rate (equal to SOFR), and the Company’s Transferable Certificates will all have the same rate (SOFR minus 50 bps, with a minimum of 0%).” This change has been made to the Amendment.

          6.

            Comment:  Related to Prior Comment 24, we note that you believe payment-in-kind interest is contemplated by Section 18(j)(3) of the Investment Company Act because the purchase price
                of the initial Certificates entitles the investor to receive additional Certificates and therefore takes into account both the issuances of the initial Certificates and the additional Certificates. We do not agree with your analysis that
                the Certificates issued as interest are necessarily issued for cash as such term is used in Section 18(j)(3). Neither Section 18(j)(3) nor the provisions of Section 28, when viewed as a whole together with other provisions of the statute,
                appear to support this position. Please provide us with a more detailed legal analysis that fully considers any provision of the Investment Company Act that you believe support your position, including the provisions of Section 28.

    Response:  The Company has revised the disclosure in the Amendment to reflect that, with respect to Figure Transferable Certificates, the Company will pay
      interest in U.S. dollars and will automatically reinvest the U.S. dollars in additional Certificates, unless an investor opts-out of the automatic reinvestment.

          7.

            Comment: Related to Prior Comment 27, please
                disclose that gas fees are not paid

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    out of reserves. Also, while you estimate that gas fees per transactions in the Certificates will be
      0.05% to 0.07% of net investment assets, as you state in response to Prior Comment 86, because you will bear the full expense of gas fees associated with investor transactions, including peer-to-peer transfers, there is no limit to investor
      transactions, gas fees vary based on the type of transaction being executed, and the Figure Transferable Certificates are intended to be transferred to and used in applications that run on the blockchain through use of smart contracts, the code of
      which is relatively expensive to execute, as opposed to the execution of a simple peer-to-peer transfer, please explain how you plan to manage this expense, so that it does not impair your ability to satisfy your obligations regarding the Face Amount
      Certificates.  Please also disclose that the price of Hash varies, and clarify whether the payment in U.S. dollars to the Provenance Blockchain Foundation will be based on the U.S. dollar market value of Hash at the time the gas fees are incurred in
      connection with Certificate transactions or some other formula and whether the Provenance Blockchain Foundation is expected to use its existing Hash holding and/or to acquire Hash through a trading platform or otherwise to pay the gas fees. Finally,
      disclose the risks and challenges related to this arrangement.

    Response:
      The requested disclosure has been added to the Amendment.

          8.

            Comment: We note your response to Prior Comment 29 states that periodic payments are required to be made on an annual basis. Your disclosure, however, still states that holders of
                Figure Installment Certificates “can” increase the face amount of a Certificate by making annual installment payments and thus suggest that these payments are optional. Please revise your disclosure to state that the annual installment
                payments are required to be made.

    Response:
      The requested revisions to the referenced disclosure have been made to the Amendment.

          9.

            Comment: Your response to Prior Comment 30 indicates that the interest accrued on a Certificate that is surrendered prior to the monthly interest payment date will
                be credited to the investor’s account on the next monthly payment date. Please reconcile this response with your response to Prior Comment 25, which indicates that surrender would result in forfeiture of interest accrued but not yet paid on
                a Certificate.

    Response: The Company has
      added the requested disclosure to the Amendment.

          10.

            Comment: Related to your response to Prior Comment 33, we note that transactions in the Certificates will not be facilitated and controlled through the use of smart contract
                technology. Please disclose how the Certificates will be issued, surrendered, and in the case of Transferrable Certificates, transferred on

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    Provenance Blockchain, as well as how you or the transfer agent will maintain control of the
      recordkeeping system, such that only a transferee wallet that has been AML/KYC approved will be able to accept Transferrable Certificates and you or the transfer agent will be able to take corrective measures in the event that an investor’s private
      key is lost or stolen or there is an erroneous or impermissible transaction. In this regard, we note your response to Prior Comment 49 that the Certificates will leverage the Provenance Blockchain’s marker module.

    Response:
      The Company has added the requested disclosure to the Amendment.

          11.

            Comment: Related to your response to Prior Comment 33, we note that the Transferrable Certificates can be transferred to and used in smart contracts that run on the blockchain.
                Please explain to us why you believe these transactions can properly be characterized as peer-to-peer transactions as opposed to peer-to-contract-to-peer transactions. In this regard, please tell us whether, in connection with the
                smart-contract-based transactions, the Transferrable Certificates will at any time be held or stored in the smart contracts until such time that another party submits a transaction that calls the contract and whether the smart contract will
                be under the control of a person or group of persons. Please also explain to us how your AML/KYC policies and procedures will apply to smart contracts including those that hold or store assets and/or are under the control of a person or
                group of persons and how you will approve the transferee through a transaction that is conducted on or through a smart contract. In this regard, we note the Provenance Blockchain webpage describing the marker module indicates that the
                marker module can be integrated with a smart contract in such a way that there are strict controls on the transfer of securities between accounts on the blockchain.

    Also, considering that activities facilitated by smart contracts may have regulatory implications or
      a smart contract may be written in a way that exposes it to an exploit, for example a reentrancy attack, please tell us how you will assess, approve, and control the smart contracts with which investors in Transferrable Certificates can interact and
      how a hack or exploit of a smart contract might impact the ability to take corrective measures to ensure the integrity of the official record of ownership. In this regard, we understand that any smart contract that is deployed on the Provenance
      Blockchain must first be approved by a governance vote of the holders of staked Hash.

    Finally, in the Prospectus, disclose that the Transferrable Certificates may be transferred to and
      used in smart contracts running on the blockchain. Describe the types of smart-contracts-based applications in which the Transferrable Certificates can presently be used, and explain the risks related to the use of the smart contracts including risks
      stemming from the existence of an “admin key” or coding flaws that can be exploited.

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    Response:
      Smart contracts are a blockchain-based concept that the Company itself does not directly use. Specifically, the Company does not use smart contracts for Certificate issuance or surrender. However, issued Certificates issued can be incorporated into
      smart contract functions, and Transferable Certificates can be transferred to smart contracts.

    The Provenance Blockchain employs an "account" structure to act as a repository
      of assets within its ledger. Each account is identified by a specific address. Certificate holders possess one or more accounts on the Provenance Blockchain, and these accounts have AML/KYC information associated with them, provided by the Company.
      Certificate holders of Transferable Certificates will be able to engage in bilateral transactions, using the blockchain to move Certificates from one holder’s address/account to another holder's address/account.

    Smart contracts also have their own address/account and, like other
      address/accounts, must meet the same AML/KYC requirements in order to hold Certificates. Each smart contract has an associated owner, ensuring that any Certificate transfer to a smart contract can be attributed to a known individual or entity,
      meeting the Company’s peer-to-peer transfer requirements.

    To mitigate risks associated with potentially malicious smart contract code, the
      Provenance Blockchain governing body of Hash holders must approve any smart contract before it is deployed in the b