October 19, 2018

Thiago Piau
Chief Executive Officer
StoneCo Ltd.
R. Fidencio Ramos, 308, 10th Floor
Vila Olimpia
Sao Paulo SP 04551-010
Brazil

       Re: StoneCo Ltd.
           Amendment No. 1 to Registration Statement on Form F-1
           Filed October 16, 2018
           File No. 333-227634

Dear Mr. Piau:

      We have reviewed your amended 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Form F-1/A filed on October 16, 2018

Capitalization, page 60

1.     We note from your disclosure on page 13 that you define the
Reclassification to mean
       that immediately prior to the offering you intend to reclassify each of
your existing shares
       that is designated as an ordinary voting share or as a Class C share, as
one Class B
       common share, and you also intend to reclassify each of your existing
shares that is
       designated as an ordinary non-voting share as one Class A common share.
Please revise
       your disclosure in the 2nd bullet point at the top of page 60 to be
consistent with
 Thiago Piau
FirstName LastNameThiago Piau
StoneCo Ltd.
Comapany NameStoneCo Ltd.
October 19, 2018
October 19, 2018 Page 2
Page 2
FirstName LastName
         this Reclassification definition. Also, based on the adjustments
disclosed in the 2nd bullet
         point, we are not clear as to how the amount of Class A and Class B
common shares has
         been calculated on an as adjusted basis. Please provide us your
calculations and revise
         your bullet point to include any other amounts or share transactions
that are considered in
         the as adjusted balance, such as the July 2018 share repurchase.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies
Share-Based Payments, page 98

2.       We note your disclosures in the fifth paragraph, regarding an issuance
of 47,996 shares
         under a share based compensation plan, and that the expense was
measured using the fair
         value of shares issued in a private placement to multiple third party
investors on arms
         length terms, whose valuation was based on discussions with management
and their own
         due diligence. We also note that you believe that the difference
between fair value of the
         December 27, 2017 issuance and the expected IPO price is the result of
the high level of
         growth achieved by the company, and a customary liquidity discount for
privately issued
         securities without an established trading market. Considering that the
originally issued
         shares can now be exchanged for significantly higher value Class A
common shares,
         please clarify whether the 7,458 shares the original 47,996 will be
converted into are post
         split. If the amount of shares disclosed are pre-split, please revise
to clarify the post-split
         amount and tell us what consideration was given to treating this event
as a modification
         (based on the exchange or any other change in terms) for which
incremental expense
         should be recorded pursuant to IFRS 2. As part of your response,
please clarify whether
         the December 2017 awards and the private placement instruments were
identical in terms.
         We may have further comment upon reviewing your response.
Note 13. Transactions with Related Parties, page F-23

3.       We note your disclosure from page 11 that immediately following this
offering of Class A
         common shares, your founder shareholders will own none of your Class A
common shares
         and 61.4% of your Class B common shares, resulting in their ownership
of 35.6% of your
         outstanding common shares, and, consequently, 57.2% of the combined
voting power of
         your common shares. These entities, to the extent they act together,
will control a majority
         of your voting power and will have the ability to control matters
affecting, or submitted to
         a vote of, your shareholders. As a result, these shareholders may be
able to elect the
         members of your board of directors and set your management policies
and exercise overall
         control over you. In light of the materiality of this relationship and
pursuant to paragraph
         13 of IAS 24, please add disclosure in the notes to the financial
statements in this regard.
 Thiago Piau
StoneCo Ltd.
October 19, 2018
Page 3

        You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at
(202) 551-
3301 if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or Anne Nguyen
Parker, Assistant
Director, at (202) 551-3611 with any other questions.



                                                         Sincerely,
FirstName LastNameThiago Piau
                                                         Division of
Corporation Finance
Comapany NameStoneCo Ltd.
                                                         Office of
Transportation and Leisure
October 19, 2018 Page 3
cc:       Byron B. Rooney, Esq.
FirstName LastName