February 19, 2020

James Byrd, Jr.
Chairman, Chief Executive Officer
Legion Capital Corp.
301 E. Pine St, Suite 850
Orlando, FL 32801


       Re: Legion Capital Corp.
           Amendment No. 3 to Offering Statement on Form 1-A
           Filed February 6, 2020
           File No. 024-11123
           Amendment No. 4 to Offering Statement on Form 1-A
           Filed February 18, 2020
           File No. 024-11123

Dear Mr. Byrd:

      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 January 28,
2020 letter.

Amendments to Form 1-A filed February 6 and 18, 2020

General

1.    Your cover page states that Legion Capital Corporation is offering
corporate bonds and
      preferred securities of its subsidiary, Legion Finance, LLC. Accordingly,
please revise to
      add Legion Finance as a co-issuer of the securities, to disclose its
capital structure,
      operations, funding and mechanics of how payments will be made on the
offered
      securities and to file as exhibits to the qualification statement the
articles and bylaws for
 James Byrd, Jr.
Legion Capital Corp.
February 19, 2020
Page 2
         Legion Finance. We may have further comments on your revised
disclosures.
Financial Statements, page F-1

2.       Please revise to include audited financial statements for Legion
Finance, LLC or tell us
         why you believe they are not required under Rule 3-10 or Rule 3-16 of
Regulation S-X.
         Refer to Part F/S (b)(7)(i) and (ii) of Form 1-A for guidance.
       You may contact Michael Volley at 202-551-3437 or Amit Pande at
202-551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or Michael Clampitt at 202-551-3434
with any other
questions.



FirstName LastNameJames Byrd, Jr.                             Sincerely,
Comapany NameLegion Capital Corp.
                                                              Division of
Corporation Finance
February 19, 2020 Page 2                                      Office of Finance
FirstName LastName