October 11, 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.
           Amendment No. 2 to
           Draft Registration Statement on Form F-1
           Submitted September 28, 2018
           CIK No. 0001741530

Dear Mr. Xu:

      We have reviewed your amended 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 better 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
comments. Unless we note otherwise, our references to prior comments are to
comments in our
September 21, 2018 letter.

Amendment No. 2 to Draft Registration Statement on Form F-1

Prospectus Summary
Our Challenges, page 7

1.     We note that your revision in response to comment 2 implies that you are
already in
       compliance with the rules and regulations for the online consumer
finance industry in
 Jun Xu
FirstName LastNameJun Xu
360 Finance, Inc.
Comapany Name360 Finance, Inc.
October 11, 2018
Page 2
October 11, 2018 Page 2
FirstName LastName
         China (i.e. "stay in compliance"). However, this conflicts with
disclosure elsewhere that
         you are still adjusting your business model in response to new legal
requirements and are
         not yet fully compliant with the requirements of relevant PRC laws and
regulations.
         Please revise to address this apparent discrepancy. Furthermore,
please revise your
         prospectus summary to disclose the material ways in which your
operations are not
         currently in compliance with these regulations (e.g. the number of
funding partners that
         have not adopted your new payment flow model and the proportion of
your lending that
         this represents) and all potential material penalties for
noncompliance (e.g. maximum
         fines or penalties and whether these may be aggregated if assessed on
a per loan basis).
         Finally, please also disclose whether or not you may face penalties
for past
         noncompliance even if you are successful in fully reforming your
operations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Measures, page 99

2.       We note your Non-GAAP reconciliation for Adjusted Net Loss. Please
revise your
         disclosures, here and elsewhere throughout the registration statement
(e.g., pages 19, 89),
         to show the tax effect of the corresponding adjustment as a separate
line item. Refer to
         Non-GAAP C&DI Question 102.11.
Description of American Depositary Shares
Limitations on Obligations and Liability to ADS Holders
Limits on our obligations and the obligations of the depositary; limits on
liability to ADR holders
and holders of ADSs, page 188

3.       We note your response to comment 8. Please revise your disclosure on
page 190 to
         address whether the waiver of a trial by jury in the deposit agreement
applies to claims
         under the federal securities laws. If the waiver applies to claims
under the federal
         securities laws, please further disclose here and in your risk factors
how the waiver
         impacts ADS holders and address any questions as to the enforceability
of this provision.
         Moreover, please disclose in both your registration statement and the
depositary
         agreement that despite agreeing to the a provision, investors will not
be deemed to have
         waived the company's or the depositary's compliance with the federal
securities laws and
         the rules and regulations thereunder.
 Jun Xu
360 Finance, Inc.
October 11, 2018
Page 3

       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
financial
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
questions.



                                                         Sincerely,
FirstName LastNameJun Xu
                                                         Division of
Corporation Finance
Comapany Name360 Finance, Inc.
                                                         Office of Financial
Services
October 11, 2018 Page 3
cc:       Will H. Cai, Esq.
FirstName LastName