Mail Stop 4720

                                                            August 6, 2018



Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

       Re:     X Financial
               Amendment No. 5 to
               Draft Registration Statement on Form F-1
               Submitted July 2, 2018
               CIK No. 0001725033

Dear Mr. Tang:

      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.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-16

1.     We note your response to comment 7 and object to your conclusion that
the investor is
       your only customer under the direct model. Our objection is based upon
the terms of
       your contracts with the borrowers. Please revise your registration
statement and financial
       statements accordingly.
 Yue (Justin) Tang
X Financial
August 6, 2018
Page 2

Note 4. Fair value of assets and liabilities, pages F-38 and F-72

2.     We note your response to comment 9. Please address the following:

           You state that your contractual obligation to ZhongAn is calculated
as the lesser of
           (1) the contractual guarantee service fees you are entitled to
collect from the
           borrowers for the loans facilitated during the current period on an
aggregated basis; or
           (2) the principal amount of such loans facilitated during the period
on an annualized
           basis multiplied by the pre-agreed Rate with ZhongAn. Tell us the
circumstances in
           which the principal amount of such loans facilitated during the
period on an
           annualized basis multiplied by the pre-agreed Rate with ZhongAn
would ever be
           greater than or less than the contractual guarantee service fees you
are entitled to
           collect from the borrowers for the loans facilitated during the
current period on an
           aggregated basis;

           Disclose that the determination of the change in fair value of the
financial guarantee
           derivative includes updated estimated net guarantee service fees to
be collected for all
           outstanding loans, including those originated in prior periods and
disclose where this
           is captured in the derivative guarantee liability at March 31, 2018;

           For loans originated in prior periods, disclose the remaining
estimated payment to
           ZhongAn based on the pre-agreed Cap and the revised estimated net
guarantee
           service fee to be collected;

           Provide us with the journal entries you record at loan origination
related to your
           guarantee contract accounted for as a guarantee liability; and

           Tell us the accounting literature that supports the offsetting of
your contractual
           obligation to ZhongAn with guarantee services fees to be collected
from your
           borrowers considering that they are unrelated parties.

       You may contact Michelle Miller at (202) 551-3368 or David Irving at
(202) 551-3321 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at (202) 551-2326 or me at (202) 551-3391 with any other
questions.


                                                             Sincerely,

                                                             /s/ Michael
Clampitt

                                                             Michael Clampitt
                                                             Senior Counsel
                                                             Office of
Financial Services

cc:    Li He, Esq.