December 26, 2019

Gregory Seward
General Counsel
Live Oak Bancshares, Inc.
1741 Tiburon Drive
Wilmington, NC 28403

       Re: Live Oak Bancshares, Inc.
           Registration Statement on Form S-3
           Filed December 20, 2019
           File No. 333-235654

Dear Mr. Seward:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

       Please contact David Lin, Staff Attorney, at (202) 551-3552 with any
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance