PATHWARD FINANCIAL, INC. — Capital/Financing Update 2016

Jul 8, 2016

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Meta Financial Group, Inc.

5501 South Broadband Lane

Sioux Falls, South Dakota 57108

July 8, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Era Anagnosti

Re: Meta Financial Group, Inc.

Registration Statement on Form S-3

Filed on June 27, 2016

Amendment No. 1 to Registration Statement on Form S-3

Filed on June 29, 2016

File No. 333-212269 (the “ Registration Statement ”)

Dear Ms. Anagnosti:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Meta Financial Group, Inc. (the “ Company ”) hereby respectfully requests that the Securities and Exchange Commission (the “ Commission ”) take such action as may be necessary and proper in order that the above-referenced Registration Statement may be declared effective on July 12, 2016, at 4:30 p.m., Washington, D.C. time, or as soon thereafter as possible.

The Company acknowledges the following:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Lawrence D. Levin of Katten Muchin Rosenman LLP at (312) 902-5654 if you have any questions.

Very truly yours,

META FINANCIAL GROUP, INC.

By: /s/ Glen W. Herrick

Glen W. Herrick

Executive Vice President and Chief Financial Officer

cc: aaaa Jessica Livingston, United States Securities and Exchange Commission (via email)

Jeffrey M. Werthan, Katten Muchin Rosenman LLP

Lawrence D. Levin, Katten Muchin Rosenman LLP