SecProbe.io

Mail Stop 3720
December 21, 2015

Dr. Jin Huang
President and Chief Executive Officer
Ambow Education Holding Ltd.
18th Floor, Building A, Chengjian Plaza, No. 18
BeiTaiPingZhuag  Road, Haidian District
Beijing 100088
People’s Republic of China

Re: Ambow Education Holding Ltd.
 Form 2 0-F for Fiscal Year Ended December 31, 2014
Filed April 21, 2015
File No. 001-34824

Dear Dr. Huang :

We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may  better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circum stances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Results of Operations

Year ended December 31, 2104 compared with year ended December 31, 2013

Net revenues, page 13 2, Tutoring, page 135 , Career enhancement, page 137 , and K-12 schools,
page 138

1. We note from the last paragraph of page 106 and the second paragraph of page 112 that
your revenues have declined materially in part because of “increasing requested refund
from th e students”.  Please explain for us how your revenues can be materially impacted
by such request given your stated practice of not providing refunds.   Explain for us
whether refunds or credits or other adjustments were made for the benefit of dissatisfied
students during each of the reporting periods, and if so tell us the terms of  those refunds,
credits or other adjustments.

Dr. Jin Huang
Ambow Education Holding Ltd.
December 21 , 2015
Page 2

2. Tell us and quantify for us and disclose the separate impact of each factor materially
affecting your revenues.   Quantify the impac t of declining student enrollments and
refunds to students.  Quantify also as applicable any material impact  on your revenues
due to changing course fee rates.

3. Similarly, please quantify for us, and if material disclose  the impact on your revenues and
results of operations caused by your loss of control over several of your VIEs during the
reporting periods.

Financial Statements

1. Organization and Principal Activities

c. Major subsidiaries and VIEs, page F -13

26. Deconsolidation, page F -53

4. Explain for us in reasonable detail how loss of confidence in your Group by personnel at
Tiajin Tutoring, Guangzhou DP Tutoring, Guangzhou ZS Career Enhancement, and Jilin
Tutoring resulted in your loss of control over these legal subsidiaries of your VIEs .
Describe how such control was lost.  We note that your VIEs own 100% of the legal
equity of these four subsidiaries.  Explain for us in detail the legal basis for the refusal by
Tiajin Tutoring and Jilin Tutoring to provide you with financial statements .   In this
regard please tell us the following:

 The circumstance surrounding the failure by Tiajin Tutoring and Jilin Tutoring to
provide you with financial statement s;
 The extent  to which each of the  four subsidiar ies continue to operate;
 Quantify the impact of the loss of these subsidiaries on your revenues and results of
operations;
 Describe your efforts to maintain and to recover control of these subsidiaries of your
VIEs;
 Describe what legal recourse, if any, is available for you to regain control  over these
four deconsolidated subsidiaries of your VIEs; and
 Explain for us why you have not regained such control.

Please address all pertinent accounting literature in your response and tell us your basis
for deconsolidating these four subsidiaries.

5. We note  that your prior consolidation of Tiajin Tutoring, Guangzhou DP Tutoring,
Guangzhou ZS Career Enhancement, and Jilin Tutoring was based on your conclusion
that you controlled eac h of these four subsidiaries.  It appears from your disclosures in
prior filings that these four subsidiaries were governed and controlled in the same manner

Dr. Jin Huang
Ambow Education Holding Ltd.
December 21 , 2015
Page 3

 by which your currently consolidated VIE subsidiaries are controlled.  Explain to us
management’s consideration of this circumstance, the loss of control over the four
subsidiaries, when concluding that the Company’s current consolidation policy is
appropriate with respect to its VIEs and similarly situated subsidiaries.  Also, please tell
us how your arrangements providing control over your currently consolidated
subsid iaries differs from the arrangements that were in place over your deconsolidated
VIE subsidiaries.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Joseph M. Kempf, Senior S taff Accountant  at (202 ) 551 -3352  or Dean
Suehiro, Senior Staff Accountant  at (202) 551 -3384 if you have questions regarding comments
on the financial statements and related matters.  Please contact Emily Drazan, Staff Attorney  at
(202) 551 -3208, Celeste Murphy, Legal Branch Chi ef at (202) 551 -3257  or me at (202) 551 -
3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications