April 8, 2020

Howard Marks
Chief Executive Officer
StartEngine Crowdfunding, Inc.
8687 Melrose Avenue
7th Floor (Green Building)
West Hollywood, CA 90069

       Re: StartEngine Crowdfunding, Inc.
           Offering Statement on Form 1-A
           Filed March 12, 2020
           File No. 024-11177

Dear Mr. Marks:

       We have reviewed your 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.

Offering Statement on Form 1-A

Dilution, page 15

1.    Please address the following:
        Disclose the number of options included in Proceeds from option
exercises and
          reconcile to amounts disclosed in the latest financial statements
included in the
          offering statement;
        Disclose how Net tangible book value pre-financing reconciles to the
latest financial
          statements included in the offering statement;
        Disclose how Shares issued and outstanding pre-financing reconciles to
the latest
          financial statements included in the offering statement as well as
shares outstanding
          in the Offering details on page 6; and
        Disclose how you calculated that if half of the investors receive a 20%
discount the
          dilution to new investors will be $9.03.
 Howard Marks
StartEngine Crowdfunding, Inc.
April 8, 2020
Page 2
Principal Products and Services, page 21

2.     We note your disclosure that in the past year you have broadened the
types of securities
       that are offered on your platform, such that issuers are currently able
to sell "digital assets
       (tokens)." We also note your disclosure that "all ICOs on [y]our
platform" rely on
       exemptions from registration. To the extent your online trading platform
       facilitates trading of digital assets, please identify each of the
digital assets that trade on
       your platform and tell us if you offer digital wallet services to your
customers.
Consolidated Financial Statements, page F-1

3.     Please revise to include financial statements as of the most recently
completed fiscal year
       end and update the offering statement as applicable. Refer to Form 1-A,
Part F/S,
       (c)(b)(3)(A).
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       You may contact Michelle Miller at 202-551-3368 or Sharon Blume at
202-551-3474 if
you have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or J. Nolan McWilliams at 202-551-3217
with any other
questions.



                                                               Sincerely,
FirstName LastNameHoward Marks
                                                               Division of
Corporation Finance
Comapany NameStartEngine Crowdfunding, Inc.
                                                               Office of
Finance
April 8, 2020 Page 2
cc:       Jamie Ostrow
FirstName LastName