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[Letterhead of Ambow Education Holding Ltd.]

January 31, 2013

Larry Spirgel

Dean Suehiro

Robert Littlepage

Jessica Plowgian

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-7010

Re:                             Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2011

Filed May 29, 2012

Comment Letter Dated December 21, 2012

File No. 001-34824

Dear Mr. Spirgel, Mr. Suehiro, Mr. Littlepage and Ms. Plowgian:

I refer to your letter to Ms. Jin Huang, dated December 21, 2012, relating to Ambow Education Holding Ltd.’s (“Ambow” or the “Company”) annual report on Form 20-F for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 29, 2012 (the “2011 20-F”).

Set forth below are the Company’s responses to the comments contained in the letter dated December 21, 2012 from the staff of the Commission (the “Staff”) (the numbered paragraphs below correspond to the paragraphs of the Staff’s comment letter, which have been retyped below in bold for your ease of reference).

Form 20-F for Fiscal Year Ended December 31, 2011

General

1.                                      Please clarify how many schools and tutoring centers you operate. On pages 21 and 39 you disclose that you have a total of 33 schools (of which three are registered as schools not requiring reasonable returns), while all others are registered as requiring reasonable returns. However, on pages 30 and 39 (and elsewhere) we note your disclosure that as of December 31, you had 150 tutoring centers, five K-12 schools, 25 career enhancement centers, two career enhancement campuses and one college. Please clarify.

The Company respectfully advises the Staff that, under relevant PRC laws, an entity engaged in private education business can be registered either as a private school or as an enterprise (in most cases a tutoring company), provided that those private educational institutions which grant diplomas shall be registered as private schools.

Furthermore, a private school or a tutoring company may have multiple learning centers in one or more cities. For example, Jilin Ambow Clever Training School, a  private school established in Jilin province, has 12 tutoring centers in total. On the contrary, two schools, namely Beijing Outbound Training School and Shandong Outbound Training School, do not have any learning centers.

We have two business divisions, “Better Schools” and “Better Jobs,” and four operating segments, i.e. tutoring, K-12 school, career enhancement (including career enhancement centers and career enhancement campuses) and college.  The tutoring and K-12 schools segments are within our Better Schools division and the career enhancement and college segments are within our Better Jobs division.

As of December 31, 2011, the Company had across its four operating segments a total of 33 private schools and eight companies conducting private education businesses, comprising of 150 tutoring centers, five K-12 schools, 25 career enhancement centers, two career enhancement campuses and one college.

Of the 33 schools three schools that we continue to own were registered as schools not requiring reasonable returns. In addition, 21st Century School, for which we hold a 15-year operating right, was also registered as a school not requiring reasonable returns. The other 29 schools were registered as schools requiring reasonable returns.

The Company respectfully advises the Staff that its disclosure in the 2011 20-F did not include 21st Century School in the list of schools not requiring reasonable returns and it will correct this omission in our next filing.

Please see below the details of all the learning centers:

Better Jobs

(1) College Segment

Name

Nature

Number of
    Colleges

Applied   Technology College

School-1

1

Total

1

(2) Career Enhancement Segment

Name

Nature

Number of
   Career
   Enhancement
   Centers and
   Career
   Enhancement
   Campuses

Beijing Away   Career Enhancement

Company-1

2 career enhancement centers

Beijing IT   Career Enhancement

Company-2

2 career enhancement

2

centers

Changsha   Career Enhancement

Company-3

2 career enhancement centers

Dalian Career   Enhancement

School-2

1 career enhancement center

Dalian High   Tech Zone Ambow Hope Training School

School-3

1 career enhancement center

Guangzhou ZS   Career Enhancement

School-4

1 career enhancement center

Hebei YL   Career Enhancement

School-5

1 career enhancement center

Jinan WR   Career Enhancement

School-6

1 career enhancement center

Shanghai Hero   Further Education Institute

School-7

11 career enhancement centers

Suzhou Career   Enhancement

School-8

1 career enhancement center

Chongqing XT   Career Enhancement (Chongqing Shapingba Training School and Chongqing Yuzhong   Training School)

School-9&10

2 career enhancement centers

Ambow(Dalian)   Education and Technology Co., Ltd.

Company-4

1 career enhancement campus

Ambow Kunshan

Company-5

1 career enhancement campus

Total

27

Better Schools

(1) K-12 School Segment

Name

Nature

Number of
   K-12 Schools

Beijing 21st   Century International School

School-11

1

Changsha K-12   Experimental School &Changsha Kindergarten

School-12&13

1

Shenyang K-12   school

School-14

1

Shuyang K-12   School

School-15

1

Zhenjiang   Ambow International School

School-16

1

Total

5

3

(2) Tutoring Segment

Name

Nature

Number of
   Tutoring
   Centers

Beijing JY   Tutoring

Company-6

73

Beijing XGX   Tutoring (Beijing Haidian XGX Training School and Beijing Huairou XGX   Training School)

School-17&18

4

Changsha   Tutoring

School-19

6

Jilin Tutoring

School-20

12

Shenyang   Hanwen Educational Training School

School-21

2

Shuyang   Tutoring

School-22

1

Tianjin   Tutoring&Tianjin Ambow Huaying School

School-23&24

14

Zhenjiang   Ambow Education Training Center

School-25

3

Zhengzhou   Tutoring

School-26

1

Beijing YZ   Tutoring

School-27

6

Beijing   Century Tutoring

Company-7

5

Beijing JT   Tutoring

Company-8

10

Beijing Aijia   Kids English Training School

School-28

1

Lanzhou Anning   Ambow English Training School

School-29

1

Guangzhou DP   Tutoring

School-30

10

Beijing   Haidian SIWA Twenty-one Century Education Training Center

School-31

1

Total

150

*Beijing Outbound Training School and Shandong Outbound Training School, two other schools, which do not have any learning centers, are not illustrated in the table above.   They are mainly providing outbound in-house management trainings tailored for employees and management teams.

2.                                      We note that you adopted the VIE structure due to the restrictions on direct foreign ownership of elementary and middle schools for students and businesses that provide content over the internet, as discussed on pages 16 and 46. However, you state on page 39 that direct foreign investment is permitted for your tutoring services, therefore please revise your disclosure to clarify why you use the VIE structure for businesses that appear to be permitted for foreign investment.

In response to the Staff’s comment, the Company will in future filings include the following disclosure under “Item 3. Key Information — D. Risk Factors — Risks Related to Regulation of Our Business and Our Corporate Structure —All aspects of our business are subject to extensive regulation in China, we may not be in full compliance with these regulations and our ability to conduct business is highly dependent on our compliance with this regulatory framework. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties” and “Item 4.B Information on the Company—Business Overview—

4

Regulations—Foreign investment in education service industry” (changes made to existing disclosure are underlined and in bold for your ease of reference):

“Currently, PRC laws and regulations do not explicitly impose restrictions on foreign investment in the tutoring service sector in China. However, some local government authorities in the PRC have adopted different approaches in granting licenses and permits (particularly, imposing more stringent restrictions on foreign-invested entities) for entities providing tutoring services.”

“We conduct our K-12 school and tutoring business and provide online services in China primarily through contractual arrangements between Ambow Online, our principal operating subsidiary in China, and our VIEs, and their respective shareholders.”

“According to the Foreign Investment Industries Guidance Catalog, or Foreign Investment Catalog, which was amended and promulgated by the National Development and Reform Commission, or NDRC, and the MOFCOM on December 24, 2011 and became effective on January 30, 2012, foreign investment is encouraged to participate in higher education and vocational training services. The foreign investment in higher education has to take the form of a Sino-foreign equity or cooperative joint venture. Senior high school education in grades 10-12 is a restricted industry. The foreign investment in senior high school education has to take the form of a cooperative joint venture. Foreign investment is banned from compulsory education, which means grades 1-9. Foreign investment is allowed to invest in after-school tutoring services which do not grant diplomas. However, many local government authorities in the PRC have adopted different approaches in granting licenses and permits (particularly, imposing more stringent restrictions on foreign-invested entities) for entities providing tutoring services.  As of December 31, 2011, we had a total of 183 centers and schools, comprised of 150 tutoring centers, five K-12 schools, 25 career enhancement centers, two career enhancement campuses and one college. We conduct our education business in China primarily through contractual arrangements among our subsidiaries in China and VIEs. Our VIEs and their respective subsidiaries, as PRC domestic entities, hold the requisite licenses and permits necessary to conduct our education business in China and operate our tutoring centers, K-12 schools, career enhancement centers and colleges.”

Risk Factors

3.                                      Please revise your Risk Factors section to include a separate risk factor discussing the potentially limited access by investors and other market participants to corporate records filed with PRC government entities such as SAIC. Include in your discussion what steps must be taken by individuals to gain access to these records, for example, seeking permission from you for SAIC to grant access to this information including, but not limited to, financial reports, shareholder changes and assets transfers.

5

In response to the Staff’s comment, the Company will include the following risk factor in future filings:

“Public shareholders of China-based, U.S.-listed companies and other market participants may have limited or no access to a wide array of corporate records of such listed companies’ PRC entities filed with industry and commerce administration authorities in China. The inability to access such information may adversely affect overall investor confidence in such companies’ reported results or other disclosures, including those of our Company, and may cause the trading price of our ADSs to decline

All of our PRC corporate entities, including Ambow Online, our VIEs and their subsidiaries, maintain corporate records and filings with industry and commerce administration authorities where such PRC entities are registered. Information contained in such corporate records and filings includes, among others, business address, registered capital, business scope, articles of association, equity interest holders, legal representative, changes to the above information, annual financial reports, matters relating to termination or dissolution, information relating to penalties imposed, and annual inspection records.

There have been regulations promulgated by various government authorities in PRC that govern the public access to corporate records and filings. Pursuant to the Company Law and Regulations of the People’s Republic of China on the Registration Administration of Companies, the company registration authority shall record the registered items of companies in a company recording book for the consultation and reproduction purposes of the public. The general public may apply to the company registration authority for inspection of the registered items of companies. Under the Measures for Accessing Corporate Records and Filings promulgated on December 16, 1996 by the SAIC, or the SAIC Measures, a wide range of basic corporate records, except for such restricted information as business results and financial reports, can be inspected by the public without restrictions. Under these SAIC Measures, a company’s restricted information can only be inspected by authorized government officers and officials from judicial authorities or lawyers involved in pending litigation relating to such company and with court-issued proof of such litigation. In practice, local industry and commerce administration authorities in different cities have adopted various regional regulations which impose more stringent restrictions than the SAIC Measures by expanding the scope of restricted information that the public cannot freely access. Many local industry and commerce administration authorities only allow unrestricted public access to such basic corporate information as name, legal representative, registered capital and business scope of a company. Under these local regulations, access to the other corporate records and filings (many of which are not restricted information under the SAIC Measures) is only granted to authorized government officers and officials from judicial authorities or lawyers involved in pending litigation relating to such company and with court-issued proof of such litigation.

However, neither the SAIC nor the local industry and commerce administration authorities have strictly implemented the restrictions under either the SAIC Measures or the various regional regulations before early 2012. As a result, before early 2012, the public were able to access all or most corporate records and filings of these listed companies’ PRC affiliates maintained with the industry and commerce administration authorities. Such records and filings were reported to have formed important components of research reports on certain China-based, U.S.-listed companies, which were claimed to have uncovered wrongdoings and fraud committed by these companies.

6

It was reported that, since the first half of 2012, local industry and commerce administration authorities in a number of cities had started strictly implementing the above restrictions and had significantly curtailed public access to corporate records and filings. There have also been reports that only the limited scope of basic corporate records and filings are still accessible by the public, and much of the previously publically accessible information, such as financial reports and changes to equity interests, now can only be accessed by the parties specified in, and in strict accordance with the restrictions under, the various regional regulations. Individuals other than the parties specified in the various regional regulations may get access to the corporate records and filings including, but not limited to, financial reports, shareholder changes and assets transfers with the permission of the PRC subject companies with reference letters issued by the companies. Such reported limitation on the public access to corporate records and filings and the resulting concerns over the loss of