February 6, 2019

Howard Marks
Chief Executive Officer
StartEngine Crowdfunding, Inc.
750 N San Vicente Blvd.
Suite 800 West
West Hollywood, CA 90069

       Re: StartEngine Crowdfunding, Inc.
           Amendment No. 3 to
           Offering Statement on Form 1-A
           Filed December 7, 2018
           File No. 024-10862

Dear Mr. Marks:

      We have reviewed your amended offering 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 offering 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 offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our November 21,
2018 letter.

Offering Statement on Form 1-A

Additional Perks, page 17

1.    We note your responses to comments 7 and 8. Please note that staff of the
Division of
      Corporation Finance and the Division of Trading and Markets continue to
review your
      responses and may have further comments.
Securities Being Offered
General, page 36

2.    We note that you are no longer offering tokens, and note your
corresponding disclosure
 Howard Marks
StartEngine Crowdfunding, Inc.
February 6, 2019
Page 2
         that you anticipate re-designating the "Series Token Preferred Stock"
as "Series T
         Preferred Stock." Please tell us when you plan to re-designate the
shares. In addition,
         please explain why you have left references to tokens on page 5 in the
heading "Delivery
         of the Tokens" and in the drag-along rights risk factor on page 10.
       You may contact Michelle Miller at 202-551-3368 or Stephen Kim at
202-551-3291 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Pam Long at 202-551-3765 with any other
questions.



FirstName LastNameHoward Marks                               Sincerely,
Comapany NameStartEngine Crowdfunding, Inc.
                                                             Division of
Corporation Finance
February 6, 2019 Page 2                                      Office of
Financial Services
FirstName LastName