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CORRESP
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CORRESP

 New Oriental Education & Technology Group Inc.

No. 6 Hai Dian Zhong Street, Haidian District, Beijing 100080

People’s Republic of China

May 19, 2023

 VIA EDGAR

Mr. Donald Field

 Mr. Nicholas Nalbantian

Ms. Angela Lumley

 Ms. Suying Li

Division of Corporate Finance

 100 F Street, NE

Washington, D.C., 20549

Re:
 New Oriental Education & Technology Group Inc.

Form 20-F for Fiscal Year Ended May 31, 2022

Filed September 29, 2022

File
No. 001-32993

 Dear
Mr. Field, Mr. Nalbantian, Ms. Lumley and Ms. Li,

 This letter sets forth the Company’s responses to the comments
contained in the letter dated May 5, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form
20-F for the fiscal year ended May 31, 2022 filed with the Commission on September 29, 2022 (the “2022 Form 20-F”). The Staff’s
comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form
20-F. Page references are made to the 2022 Form 20-F to illustrate the approximate location of the disclosure with deletions shown as strike-through and additions
underlined.

 Form 20-F for the Fiscal Year ended May 31, 2022

Introduction, page 1

1.
 We note your disclosure on page 1 where the defined terms “we” and “our” are used to
describe the “operations” of the VIEs. In future filings, please ensure that references to the VIEs make clear that while the VIEs conduct operations in China, that the VIEs are consolidated for accounting purposes and that the holding
company does not conduct operations. In addition, we note your definition of “China” does not include Hong Kong. Please revise the definition to clarify that the legal and operational risks associated with operating in China also apply to
any operations in Hong Kong. We also note that you have a school located in Hong Kong and are listed on the Hong Kong Stock Exchange; please discuss in future filings, the applicable laws and regulations in Hong Kong as well as the related risks and
consequences. Examples of applicable laws and regulations include, but are not limited to:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 May 19, 2023

  Page
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•

 Enforceability of civil liabilities in Hong Kong;

•

 China’s Enterprise Tax Law (“EIT Law”);

•

 Regulatory actions related to data security or anti-monopoly concerns in Hong Kong and their potential impact
on your ability to conduct business, accept foreign investment or list on a U.S./foreign exchange; and

•

 Risk factor disclosure explaining whether there are laws/regulations in Hong Kong that result in oversight
over data security, how this oversight impacts the company’s business, and to what extent the company believes that it is compliant with the regulations or policies that have been issued.

In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as follows in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

Page 3:

 Our Holding Company
Structure and Contractual Arrangements with the VIEs

 … As used in this annual report, “we,” “us,” “our
company” or “our” refers to New Oriental Education & Technology Group Co., Inc. a Cayman Islands company, its predecessor entities and subsidiaries, and, in the context of describing our operations and the consolidated
financial information, the consolidated affiliated entities, including New Oriental China and its schools and subsidiaries in China, and Beijing Xuncheng and its subsidiaries in China. Investors of our ADSs and/or common shares thus are not
purchasing equity interest in the VIEs in China but instead are purchasing equity interests in a holding company incorporated in the Cayman Islands. The consolidated variable interest entities are PRC companies conducting operations in China, and
their financial results have been consolidated into our consolidated financial statements under U.S. GAAP for accounting purposes. New Oriental Education & Technology Group Co., Inc. is a holding company with no operations of
its own. We do not have any equity ownership in the consolidated variable interest entities.

 In response to the Staff’s comment
on legal and operational risks associated with operating in China and whether those risks also apply to any operations in Hong Kong, the Company proposes to revise the referenced disclosure as follows in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 May 19, 2023

  Page
 3

 Page 14:

Summary of Risk Factors

Investing in our ADSs and/or common shares involves significant risks. You should carefully consider all of the information in this annual
report before making an investment in our ADSs and/or common shares. All the operational risks associated with being based in and having operations in mainland China also apply to our operations in Hong Kong. With respect to the legal risks
associated with being based in and having operations in China as discussed in relevant risk factors under “Risk Factors—Risks Related to Doing Business in China,” the laws, regulations and the discretion of China governmental
authorities discussed in this annual report are expected to apply to PRC entities and businesses, rather than entities or businesses in Hong Kong which operate under a different set of laws from mainland China. The following list summarizes
some, but not all, of these risks.

 …

The Company further respectfully advises the Staff that it only has one school in Hong Kong and its operations in Hong Kong are immaterial to
the Company’s overall business operations. The revenues contributed from the school in Hong Kong accounted for less than 0.05% of the Company’s total net revenues in the fiscal year ended May 31, 2022. In light of this, the Company
believes that laws and regulations in Hong Kong, including regulatory actions related to data security or anti-monopoly concerns in Hong Kong and regulations in Hong Kong that may result in oversight over data security, do not have a material impact
on its ability to conduct business, accept foreign investment, or continue to list on a United States stock exchange. To the extent that the Company has material operations in Hong Kong in the future, the Company will provide additional disclosures
regarding the applicable laws and regulations in Hong Kong as well as the related risks and consequences, as appropriate.

 In response to
the Staff’s comment on enforceability of civil liabilities in Hong Kong and China’s Enterprise Tax Law, the Company proposes to revise the referenced disclosure as follows in its future Form 20-F
filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 May 19, 2023

  Page
 4

 Page 48:

Certain judgments obtained against us by our shareholders may not be enforceable.

 …

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce
foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any
treaties or other forms of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign
judgment against us or our director and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court
would enforce a judgment rendered by a court in the United States.

 There is uncertainty as to whether the judgment of United States
courts will be directly enforced in Hong Kong, as the United States and Hong Kong do not have a treaty or other arrangements providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial
matters. However, a foreign judgment may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court since the judgment may be regarded as creating a debt between the parties to it, provided that the foreign judgment, among
other things, is a final judgment conclusive upon the merits of the claim and is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges. Such a judgment may not, in any event, be so enforced in
Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the
public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

Page 89:

 PRC

 …

For additional information on PRC regulations on taxation, see “Item 4. Information on the Company—B. Business
Overview—Regulation—Regulations on Taxation.” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The discontinuation of any preferential tax treatments currently available to us
could materially and adversely affect our results of operations.

 If our holding company in the Cayman Islands or any of our
subsidiaries outside of mainland China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Risk
Factors—Risks Related to Doing Business in China—We may be treated as a resident enterprise for PRC tax purposes under the EIT Law, which may subject us to PRC income tax for our global income and withholding for any dividends we pay to
our non-PRC shareholders and ADS holders.”

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 May 19, 2023

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 5

2.
 We note that on pages 81 to 84 you provide a description of your contractual arrangements with New Oriental
China and Beijing Xuncheng. In future filings, please also provide such disclosure in this section. Additionally, with respect to the included structure chart, please identify the persons that own the equity of Seven Limited Partnerships and Linzhi
Tencent Technology Co., Ltd.

 In response to the Staff’s comment, the Company respectfully proposes to revise
the referenced disclosure as follows in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

Page 3:

 Our Holding Company
Structure and Contractual Arrangements with the VIEs

 …

A series of contractual agreements, including equity pledge agreements, exclusive option agreement, powers of attorney, service agreements,
have been entered into by and among our wholly-owned subsidiaries in China, the VIEs and their respective shareholders. These contractual agreements mainly include:

Contractual Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder

(i) equity pledge agreements, pursuant to which, Century Friendship agreed to pledge its equity interests in New Oriental China to our
subsidiaries to secure New Oriental China’s and its schools and subsidiaries’ performance of their obligations under the relevant principal agreements, and Century Friendship has agreed not to transfer, sell, pledge, dispose of or
otherwise create any encumbrance on its equity interests in New Oriental China without the prior written consents of our wholly-owned subsidiaries in China;

(ii) exclusive option agreement, pursuant to this agreement, Century Friendship is obligated to sell to Beijing Decision, and Beijing
Decision has an exclusive, irrevocable and unconditional right to purchase from Century Friendship, in its sole discretion, part or of all of Century Friendship’s equity interests in New Oriental China when and to the extent that applicable PRC
law permits it to own part or all of the equity interest in New Oriental China;

 (iii) powers of attorney, whereby Century
Friendship irrevocably appoints and constitutes Beijing Pioneer as its attorney-in-fact to exercise on Century Friendship’s behalf any and all rights that Century
Friendship has in respect of its equity interests in New Oriental China;

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 May 19, 2023

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 (iv) service agreements, which enable our wholly-owned subsidiaries in China to receive
substantially all of the economic benefits of New Oriental China and its schools and subsidiaries.

 Contractual Arrangements
with Beijing Xuncheng, Its Subsidiaries and Shareholders

 (i) equity pledge agreements, pursuant to which, each shareholder
of Beijing Xuncheng agreed to irrevocably and unconditionally pledge its equity interest in Beijing Xuncheng to Dexin Dongfang to secure the performance of obligations of Beijing Xuncheng, its shareholders, and relevant subsidiaries under the
exclusive option agreement, the powers of attorney, the exclusive management consultancy and business cooperation agreement, and the letters of undertaking;

(ii) exclusive option agreement, pursuant to this agreement, Beijing Xuncheng’s shareholders unconditionally and irrevocably agreed to
grant Dexin Dongfang an exclusive option to purchase all or part of the equity interests in Beijing Xuncheng for the minimum amount of consideration permitted by PRC law;

(iii) powers of attorney, whereby each of Beijing Xuncheng’s shareholders irrevocably appoints Dexin Dongfang or any person designated
by Dexin Dongfang as its attorney-in-fact to exercise on the shareholder’s behalf any and all rights the shareholder has in respect of its equity interests in
Beijing Xuncheng;

 (iv) exclusive management consultancy and cooperation agreement, pursuant to which, Dexin Dongfang has the
exclusive right to provide, or designate any third party to provide Beijing Xuncheng and its subsidiaries with corporate management services, intellectual property licenses, technical and business supports, and other additional services as the
parties may agree from time to time.

 As a result of the contractual arrangements, we are considered the primary beneficiary of the
VIEs, and we have consolidated their financial results in our consolidated financial statements. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure— Contractual
Arrangements with New Oriental China, Its Schools and Subsidiaries and Its Shareholder” and “—Contractual Arrangements with Beijing Xuncheng, Its Subsidiaries and Shareholders.”

Pages 4 and 80:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 May 19, 2023

  Page
 7

 The following chart illustrates our company’s organizational structure, including our
significant subsidiaries and VIEs as of the date of this annual report:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 May 19, 2023

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 8

(1)
 Beijing Century Friendship Education Investment Co., Ltd, o