August 23, 2018

Jun Xu
Chief Executive Officer and Director
360 Finance, Inc.
China Diamond Exchange Center, Building B
No. 555 Pudian Road, No. 1701 Century Avenue
Pudong New Area, Shanghai 200122
People's Republic of China

       Re: 360 Finance, Inc.
           Draft Registration Statement on Form F-1
           Submitted July 27, 2018
           CIK No. 0001741530

Dear Mr. Xu:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form F-1 submitted July 27, 2018

Prospectus Summary
Overview, page 1

1.     Please disclose the necessary qualifications, including any income
requirements, for
       "prime borrowers" and provide support for your belief that this market
is "underserved."
       In addition, disclose that all loans are unsecured and non-recourse or
explain otherwise.
 Jun Xu
FirstName LastNameJun Xu
360 Finance, Inc.
Comapany Name360 Finance, Inc.
August 23, 2018
August 23, 2018 Page 2
Page 2
FirstName LastName
2.       Please disclose the approval rate for credit applications in a recent
period, as well as the
         proportion of applicants referred to Beijing Qibutianxia and your
associated referral fees.
3.       Please outline the terms of your dual class share structure and
disclose the material
         implications therefrom. For example, if true, please disclose that Mr.
Zhou will have the
         ability to control the outcome of all corporate governance matters so
long as he holds at
         least 4.8% of your total outstanding share capital in Class B shares.
Please further
         disclose whether you will be a controlled company under the applicable
listing standards
         and if you will be eligible to rely on any exceptions to this
definition. Please make
         conforming revisions to the risk factor on pages 59 and 60.
4.       Please disclose the averages and ranges for the credit lines,
drawdowns, and "variable
         tenors" that your platform offers borrowers, as well as all fees or
interest charged. Please
         separately highlight the percentage of loans exceeding 24% APR at both
December 31,
         2017 and the most recent practicable date as we note your disclosures
on pages 112 and
         127. Please also briefly discuss the legal implications on loans with
rates over 24%.
5.       Please revise to update the tables on page 2 as of the most recent
practicable date and also
         add 2 tables for quarterly revenues and quarterly profit/losses.
Our Strengths, page 3

6.       We note that your prospectus summary includes a discussion of your
         strengths and business strategy. Please balance this disclosure by
including a brief
         summary of the most significant risks that your business faces in this
section of
         your prospectus.
The Offering, page 10

7.       Please revise to compare the ownership and voting interests for
investors in this offering
         with those of your existing shareholders. Please make conforming
revisions to the
         diagram on page 77.
Summary Combined Financial and Operational Data, page 12

8.       We note your presentation of financial assets receivable on page 13
and elsewhere in the
         filing. Please revise the financial assets receivable caption here and
elsewhere as
         appropriate to clarify that the balances have no allowance (i.e. net
of allowance).
Risk Factors
Risks Related to Our Business and Industry
The laws and regulations governing the online consumer finance industry...,
page 17

9.       We note you are in the process of making several adjustments to your
business practices
         in response to recent regulatory guidance in China, including Circular
141 and Circular
         56, but may not be fully compliant at this time. Please revise the
bulleted list on page 18
 Jun Xu
FirstName LastNameJun Xu
360 Finance, Inc.
Comapany Name360 Finance, Inc.
August 23, 2018
August 23, 2018 Page 3
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FirstName LastName
         to quantify your progress on these changes as of a recent date. For
example, please
         quantify for us and in your disclosures the amount of originations and
proportion of
         funding partners for which you still collect repayments directly,
without third-party
         payment channels, and provide, if possible, an estimate of when you
will no longer engage
         in this practice. Please also quantify the proportion and balance of
loans outstanding
         exceeding 24% APR and 36% APR during a recent period and, to the
extent material,
         contrast this with your historical operations. Please also disclose
potential material
         penalties for violating this recent regulatory guidance, both
historically and going forward.
Risks Related to Our ADSs and This Offering
We have granted, and may continue to grant, share incentive awards..., page 61

10.      Please disclose that the maximum number of ordinary shares which may
be issued under
         your 2018 Share Incentive Plan may increase annually by an amount up
to 1% of the total
         number of ordinary shares then issued and outstanding, as disclosed on
page 144.
Use of Proceeds, page 67

11.      Please revise to disclose the current intentions, including amounts,
with regard to using
         proceeds to make loans and capital investments in related or other
Dilution, page 71

12.      Please update as of the most recent practicable date and add a
footnote to each table
         disclosing the impact assuming all options (see page 61) are
Management's Discussion and Analysis of Financial Condition and Results of
Key Specific Factors Affecting Our Results of Operations, page 84

13.      We note your discussion of the historical first year utilization rate.
Please revise here, and
         elsewhere as appropriate, to quantify and discuss repeat borrower
origination volume
         separately from new origination volume.
Loan Performance Data, page 85

14.      We note your disclosure that the Loan Performance Data section shows
the effectiveness
         of the Company's risk management. The subsequent graph on page 86
appears to show
         M1+ delinquency rate by vintage. However, you appear to reference the
         delinquency rate in the "Ability to effectively manage risks" section
on page 85 and in
         multiple other locations within the filing as an important metric
(e.g., pages 106, 109).
         Please therefore revise your disclosures to present trends for both
15.      Tell us if the M1+ and M3+ delinquency rates have any impact or
relationship with the
         historical loss experience, delinquency, or other factors used in the
computation of your
         allowance for loans and advances losses as described in your financial
statements (e.g.
         Allowance for Loans Losses as discussed on page F-18).
 Jun Xu
FirstName LastNameJun Xu
360 Finance, Inc.
Comapany Name360 Finance, Inc.
August 23, 2018
August 23, 2018 Page 4
Page 4
FirstName LastName
Key Components of Our Results of Operations, page 87

16.      We note your disclosure that 29.1% of your revenues in 2017 came from
"other", which
         you state is primarily comprised of revenue from referrals and
advertisements. Please tell
         us, and revise your disclosures to state, how much of the total is
attributable to each of
         these components.
Discussion of Certain Balance Sheet Item, page 92

17.      We note your disclosure here and elsewhere, such as page F-17, that
restricted cash
         consists mainly of security deposits related to loan facilitation
services. Please address the
         items below, revising your disclosures where necessary.
           Specify the types and proportion of funding partners that require
this arrangement.
           Tell us at what point in your process money would be contributed or
removed from
             these balances.
           Noting your disclosure on page 114 that you are "actively modifying"
your historical
             practice of setting aside guarantee deposits, describe how you are
modifying this
             practice, and clarify whether such deposits are the same as the
security deposits noted
             here and elsewhere in the filing.
18.      Revise to add discussion of Amounts Due to Related Parties.
Industry, page 101

19.      Please provide us with a copy of the Oliver Wyman Report, translated
into English, if
         applicable. Please refer to Securities Act Rule 418 for additional
Our Products
Product Pricing, page 111

20.      Please explain why the Totals, for year ended December 31, 2017, on
the Table on page
         112 do not reconcile with loan investments on page F-11.
Our Funding
Institutional Funding Partners
Guarantee for funding partners, page 114

21.      We note that you provide "back guarantees" to licensed third party
guarantee companies.
         Please revise to clarify the terms and conditions of these back
guarantees. Disclose
         whether or not any back guarantees have been redeemed and quantify
accordingly. Tell us
         how the back guarantees are accounted for within your financial
 Jun Xu
FirstName LastNameJun Xu
360 Finance, Inc.
Comapany Name360 Finance, Inc.
August 23, 2018
August 23, 2018 Page 5
Page 5
FirstName LastName
Our Transaction Process, page 116

22.      We note that your transaction flowchart on page 116 and the
accompanying narrative
         do not appear to include your referral process. Please revise or
insert an additional
         flowchart and revise your narrative to show and discuss this type of
Risk Management
Proprietary credit scoring and risk models, page 119

23.      Please revise to materially describe the type or types of variables
analyzed to generate
         both your Argus RM Model's "A-Score" and "B-Score," highlighting the
         differences between the two.
24.      Please disclose how often and to what degree you "adjust credit
limits" and whether you
         do so proactively or only in response to drawdown requests.
Employees, page 123

25.      Please expand your disclosure regarding the two new companies to be
formed. Please
         disclose the purpose of the companies, the anticipated costs to
establish including facilities
         costs and revise the organizational charts to indicate how they will
be connected to the
         existing organization.
Regulations, page 125

26.      Please revise each of the sections discussed to indicate the current
impact on the
         company's current business and operations and potential future impact.
Principal And Selling Shareholders, page 146

27.      We note your disclosure in footnotes (8) through (11) on page 147 that
the majority of
         your Class C ordinary shares are held by companies which are wholly
owned by
         companies with variations of the name "Zhuhai Qixin [] Information
Technology Co.,
         Ltd." Please disclose the ultimate beneficial owner or owners of these
shares and revise
         your table to aggregate shares held by the same beneficial owner
regardless of where such
         shares are held. Please also make conforming revisions to the other
companies identified
         in your table, as necessary. Please refer to General Instruction F and
Item 7.A of Part I of
         Form 20-F for guidance.
Related Party Transactions
Transactions with Qihoo 360, page 148

28.      Please revise to materially describe the "services" provided both by
and to Qihoo 360 and
         provide sufficient context to understand the nature and extent of each
 Jun Xu
FirstName LastNameJun Xu
360 Finance, Inc.
Comapany Name360 Finance, Inc.
August 23, 2018
August 23, 2018 Page 6
Page 6
FirstName LastName
Description of American Depositary Shares
Governing Law, page 170

29.      We note apparently conflicting disclosure concerning the available
forums for claims
         under the federal securities laws. Please revise or advise whether
holders of your ADSs
         may only institute claims "in a state or federal court in New York" as
disclosed on page
         56, or if such claims may be heard "in any competent court in the
Cayman Islands, Hong
         Kong, the People's Republic of China and/or the United States" as
disclosed on page 170.
Audited Combined Financial Statements of Shanghai Qiyu Information Technology
Co., Ltd.
and Fuzhou 360 Microcredit Co., Ltd.
Combined Statements of Operations..., page F-8

30.      Please revise your presentation of Provision for Loan Losses by moving
it up under
         Financing Income, showing a subtotal of "Financing Income net of
Provision for Loan
         Losses" within the net revenue section of the income statement.
31.      Please revise the column header to include the actual date of
32.      Please revise to include earnings per share pursuant to ASC 260-10-45,
Rule 5-03 of Reg.
         S-X, and Item 8(b) of Form F-1, or tell us why it is not necessary,
citing the relevant
         authoritative guidance. Additionally, include a corresponding
discussion within the notes
         where appropriate regarding earnings per share.
Notes to the Combined Financial Statements
Summary of Significant Accounting Policies
Consolidated Trusts, page F-13

33.      We note that you have provided guarantees to the consolidated trusts
by agreeing to
         repurchase any loans that are delinquent for 60 to 90 days, from which
the Group absorbs
         the credit risk of the Trusts resulting from borrowers' delinquencies.
Please revise here,
         or elsewhere if appropriate, to quantify the amounts of such
repurchases for the periods
Revenue recognition, page F-15

34.      We note your disclosure regarding incentive coupons on page F-16.
Please revise to
         clarify whether these coupons are separate from the borrower referral
program discussed
         on page 110. Further, revise to clarify whether the service fee
reduction is recognized at
         the point in time the coupon is redeemed, or if the service fee
reduction is spread ratably
         across the life of the loan.
35.      Please tell us and revise your disclosures to address how the borrower
referral program
         discussed on page 110 is considered when recognizing revenue. Tell us
what incentives
         are given in the borrower referral program.
 Jun Xu
360 Finance, Inc.
August 23, 2018
Page 7
Guarantee Liabilities, page F-19

36.   Please tell us and disclose, as necessary, if there are any circumstances
in which you
      would be responsible for paying borrowers or funding partners if a third
party payment
      processor fails to transfer funds timely.

37.   Please provide us with copies of sample agreements that you enter into
with various
      counterparties during the transactional process; i.e., borrower
agreements, funding partner
      agreements (with and without guarantees), referral agreements, and third
party guarantee
      company agreements.
38.   Please supplementally provide us with copies of all written
communications, as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
      present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
      not they retain copies of the communications.
       You may contact Lory Empie, Staff Accountant, at (202) 551-3714 or Cara
Lubit, Staff
Accountant, at (202) 551-5909 if you have questions regarding comments on the
statements and related matters. Please contact Christopher Dunham, Staff
Attorney, at (202)
551-3783 or Michael Clampitt, Senior Counsel, at (202) 551-3434 with any other

FirstName LastNameJun Xu
                                                            Division of
Corporation Finance
Comapany Name360 Finance, Inc.
                                                            Office of Financial
August 23, 2018 Page 7
cc:       Will H. Cai, Esq.
FirstName LastName