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[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

October 3, 2017

Larry Spirgel

Assistant Director

AD Office 11 – Telecommunications

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Ambow Education Holding Ltd.

Form 20-F for Fiscal Year Ended December 31, 2016

Filed March 23, 2017

File No. 001-34824

Dear Mr. Spirgel:

On behalf of Ambow Education Holding Ltd.,
a Cayman Islands company (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter of September 22, 2017 with respect to the Company’s Form
20-F for Fiscal Year Ended December 31, 2016 (the “2016 20-F”) filed on March 23, 2017 by the Company (File No.: 001-34824).
For your convenience, the text of the Staff’s comments is set forth below, followed in each case by the Company’s responses.

Item 4. Information on the Company

A. History and Development of the Company, page 30

 1. We note your disclosure on page 33 that shareholders approved the creation of Class C ordinary shares with ten votes per share
in March and June 2015 and that, on November 8, 2015, 4,708,415 of the company’s Class A Ordinary shares were converted to
Class C Ordinary shares. We further note from the beneficial ownership table on page 101 that Dr. Jin Huang beneficially owns 4,708,415
Class C ordinary shares. Please provide more detail as to the purpose of creating the Class C ordinary shares, how Class A ordinary
shares were converted into Class C shares and how they came to be held by Dr. Jin Huang.

RESPONSE: As previously disclosed in the
Company’s proxy statement filed as Exhibit 99.1 to the Form 6-K filed on June 4, 2015, the Company sought approval to, among
other things, create a new class of ordinary shares entitled Class C ordinary shares (“Class C Shares”), which were
in addition to the Class A ordinary shares which had already been designated. The Class C Shares would be entitled to ten (10)
votes on all matters subject to vote at general meetings of the Company. The Class C shares were created with the intention to
issue such shares to Company management. The Company disclosed that the main effect of the dual-class voting structure would likely
leave the Company’s management team, especially Dr. Jin Huang, with increasingly significant control over the Company’s
decisions. The purpose was to allow management to maintain the freedom to focus on the long term by ensuring that it retained control
over the Company. The structure would prevent outside parties from taking over or unduly influencing management decisions. As such,
investors would fully share in the Company’s long term economic future, but would have less ability to influence its strategic
decisions through their voting rights.

At the time, prior to the 30 for 1 reverse
stock split, Dr. Huang held 146,132,402 Class A Shares (4,871,080 after the reverse stock split). The Staff correctly notes that
under the terms of the Sixth Amended and Restated Memorandum and Articles of Association the Class A shares are non-convertible.
The Company incorrectly characterized the exchange of 4,708,415 Class A ordinary shares held by Dr. Huang for the same number of
Class C ordinary shares as a conversion. This transaction, which resulted in Dr. Huang receiving Class C shares, was approved by
all disinterested members of the Board of Directors. In future filings, the Company will revise the disclosure to state that there
was an exchange of Class A shares for Class C shares, which was approved by the Board of Directors.

 Item 6. Directors, Senior Management and Employees

E. Share Ownership, page 101

 2. We note Dr. Jin Huang beneficially owns 4,708,415 Class C ordinary shares which, according to the disclosure on the bottom
of page F-37, represent all outstanding Class C ordinary shares as of December 31, 2016. It appears, however, that you have calculated
her 12.28% percentage ownership based on the number of issued and outstanding Class A shares. Please revise the beneficial ownership
table to provide beneficial ownership information regarding Class C ordinary shares based upon the number of outstanding Class
C ordinary shares.

RESPONSE: The Company respectfully advises the Staff that in
its future filings, the beneficial ownership table will be revised as follows to provide information regarding Class C ordinary
shares based upon the number of outstanding Class C ordinary shares:

    Shares Beneficially Owned
    Percentage of Votes Held

    Name
    Number of

Class A

ordinary

shares
    Percentage

of  Class A

ordinary

shares (%)
    Number of
 Class C

ordinary

shares
    Percentage of

Class C

ordinary

shares (%)
    Number of

total ordinary shares
    Percentage

of total

ordinary

shares (%)
    Based on total

                                                                                Class A

ordinary

shares

beneficially owned (%)

    Based on total

Class C

ordinary

shares

beneficially owned (%)
    Based on

total

ordinary

shares

beneficially owned (%)

    Directors and Executive Officers

    Jin Huang (2)(7)
      1,583,212
      4.66 %
      4,708,415
      100 %
      6,291,627
      16.26 %
      4.66 %
      100 %
      60.03 %

    Kia Jing Tan
      -
      -
      -
      -
      -
      -

      -
      -

    Xuejun Xie
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Jianguo Xue
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Yigong Justin Chen
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Ping Wu (3)
      952,870
      2.80 %
      -
      -
      952,870
      2.46 %
      2.80 %
      -
      1.17 %

    John Porter (4)
      991,692
      2.91 %
      -
      -
      991,692
      2.56 %
      2.91 %
      -
      1.22 %

    Ralph Parks
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Yanhui Ma
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Chiao-Ling Hsu
      -
      -
      -
      -
      -
      -
      -
      -
      -

    All executive officers and directors of
 the company as a group (10 persons)(5)
      4,873,937
      14.37 %
      4,708,415
      100 %
      9,582,352
      24.79 %
      14.37 %
      100 %
      64.10 %

    5% and Greater Shareholders

    Investment entities affiliated with Baring
 Private Equity  (6)
      3,280,449
      8.46 %
      -
      -
      3,280,449
      8.46 %
      4.04 %
      -
      4.04 %

    New Summit Global Limited
      2,786,159
      7.18 %
      -
      -
      2,786,159
      7.18 %
      3.43 %
      -
      3.43 %

    CEIHL Partners (I) Limited
      3,420,375
      8.82 %
      -
      -
      3,420,375
      8.82 %
      4.21 %
      -
      4.21 %

    CEIHL Partners (II) Limited
      11,144,636
      28.73 %
      -
      -
      11,144,636
      28.73 %
      13.73 %
      -
      13.73 %

    New Flourish Holdings Limited (8)
      1,420,548
      3.62 %
      4,288,415
      91.08 %
      5,708,963
      14.72 %
      3.62 %
      91.08 %
      54.59 %

    Spin-Rich Ltd.
      -
      -
      420,000
      8.92 %
      420,000
      1.09 %
      -
      8.92 %
      5.19 %

(2) Of the 1,583,212 Class A Ordinary Shares (i) 1,420,548 of
the Class A Ordinary Shares are owned by New Flourish Holdings Limited for the benefit of certain officers of the Company, and
(ii) 162,664 of the Class A Ordinary Shares are owned directly by Dr. Huang. Dr. Huang as the sole director of New Flourish has
voting control and investment power over the Class A Ordinary Shares held by New Flourish, but disclaims beneficial ownership over
such shares.

(7) Of the 4,708,415 Class C Ordinary Shares (i) 4,288,415 of
the Class C Ordinary Shares are owned by New Flourish Holdings Limited for the benefit of Dr. Jin Huang, and (ii) 420,000 of the
Class C Ordinary Shares are owned directly by Dr. Huang. Dr. Huang as the sole director of New Flourish has voting control and
investment power over the Class C Ordinary Shares held by New Flourish,

(8) Dr. Jin Huang, as the sole director of New Flourish has
voting control and investment power over the Class A Ordinary Shares and the Class C Ordinary Shares owned by New Flourish. Dr.
Huang disclaims beneficial ownership over the Class A Ordinary Shares, which are held for the benefit of certain officers of the
Company.

 3. Please revise the introductory paragraphs to the beneficial ownership table to disclose the number of outstanding Class A and
Class C ordinary shares and the different voting rights of the Class A and Class C ordinary shares.

RESPONSE: The Company respectfully advises the Staff that
the introductory paragraphs to the beneficial ownership table will be revised as follows in its future filings. For the
purpose of this letter, we have used March 10, 2017 as the disclosure date, which was the date used in the Form 20-F:

The following table sets forth information as of March 10, 2017
with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares, for:

 • each person known to us to own beneficially more than 5% of our ordinary shares;

 • each of our directors and executive officers who beneficially own our ordinary shares; and

 • all of our directors and executive officers as a group.

Beneficial ownership includes voting or investment power with
respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the
table have or share the voting and investment power with respect to all shares shown as beneficially owned by them. The number
of our shares used in calculating the percentage for each listed person includes any options exercisable by such person within
60 days after the date of this report, but excludes unvested restricted shares that will not vest within 60 days after the date
of this report.

As of March 10, 2017, the percentage of beneficial ownership
for holders of Class A ordinary shares is based on 34,078,900 Class A ordinary shares issued and outstanding and the percentage
of beneficial ownership for holders of Class C ordinary shares is based on 4,708,415 Class C ordinary shares issued and outstanding,
both of which classes of ordinary shares exclude unvested restricted shares. On all matters subject to vote at general meetings
of the Company, the holders of Class A ordinary shares are entitled to one vote per share and the holders of Class C ordinary shares
are entitled to ten votes per share.

 4. Please provide footnote disclosure regarding the natural persons who have investment and/or voting control the Class A and
Class C shares beneficially owned by New Flourish Holdings Limited.

RESPONSE: The
Company respectfully advises the Staff that the footnote disclosure to the beneficial ownership table that will be included
in future filings has been provided in response to Comment 2 above.

Financial Statements

Consolidated Balance Sheets, page F-3 &

Consolidated Statements of Changes in Equity (Deficit), page F-7

 5. Please revise your basic financial statements to separately disclose your several classes of ordinary shares. Refer to Rule
5-02 (29) of Regulation S-X and revise.

RESPONSE: The Company respectfully advises the Staff that
the Ordinary Shares section in the Company’s Balance Sheet will be revised in future filings to separately disclose
Class A ordinary shares and Class C ordinary shares as follows:

    As of December 31,

    2015
    2016
    2016

    RMB
    RMB
    US$

    EQUITY

    Class A Ordinary shares

    (US$ 0.003 par value; 66,666,667 and 66,666,667 shares authorized; 33,556,762 and 33,990,680 shares issued and outstanding as of December 31, 2015 and 2016, respectively)
      627
      636
      92

    Class C Ordinary shares

    (US$ 0.003 par value; 8,333,333 and 8,333,333 shares authorized; 4,708,415 and 4,708,415 shares issued and outstanding as of December 31, 2015 and 2016, respectively)
      90
      90
      13

16. Ordinary Shares, page F-37

 6. You state on page F-38 that Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances,
suggesting they are not convertible at all; however, we note that on November 8, 2015, 4,708,415 Class A ordinary shares were converted
into super-majority voting Class C ordinary shares. We also note that as a result of this transaction Dr. Jin Huang gained
voting control over Ambow Education Holding Ltd. Please explain how and why non-convertible Class A ordinary shares were
converted into another class of shares. Tell us how it was authorized and by whom, as it appears that Dr. Jin Huang held less than
13% of the voting rights in Ambow Education Holding prior to this conversion while over 53% of the voting rights appear to have
been held by four other parties.

RESPONSE: As previously disclosed in the
Company’s proxy statement filed as Exhibit 99.1 to the Form 6-K filed on June 4, 2015, the Company sought approval to, among
other things, create a new class of ordinary shares entitled Class C ordinary shares (“Class C Shares”), which were
in addition to the Class A ordinary shares which had already been designated. The Class C Shares would be entitled to ten (10)
votes on all matters subject to vote at general meetings of the Company. The Class C shares were created with the intention to
issue such shares to Company management. The Company disclosed that the main effect of the dual-class voting structure would likely
leave the Company’s management team, especially Dr. Jin Huang, with increasingly significant control over the Company’s
decisions. The purpose was to allow management to maintain the freedom to focus on the long term by ensuring that it retained control
over the Company. The structure would prevent outside parties from taking over or unduly influencing management decisions. As such,
investors would fully share in the Company’s long term economic future, but would have less ability to influence its strategic
decisions through their voting rights.

 7. At the time, prior to the 30 for 1 reverse stock split, Dr. Huang held 146,132,402 Class A Shares (4,871,080 after the reverse
stock split). The Staff correctly notes that under the terms of the Sixth Amended and Restated Memorandum and Articles of Association
the Class A shares are non-convertible. The Company incorrectly characterized the exchange of 4,708,415 Class A ordinary shares
held by Dr. Huang for the same number of Class C ordinary shares as a conversion. This transaction, which resulted in Dr. Huang
receiving Class C shares, was approved by all disinterested members of the Board of Directors. In future filings, the Company will
revise the disclosure to state that there was an exchange of Class A shares for Class C shares, which was approved by the Board
of Directors. Tell us and disclose how you accounted for the conversion of 4,708,415 Class A ordinary shares into super-majority
voting Class C ordinary shares during November 2015. Tell us your consideration of whether or not this transaction represented
a preferential dividend and/or compensation paid to Dr. Huang as it would appear that a class of shares vested with control of
the registrant could be substantially more valuable than class of non-controlling shares.

RESPONSE: The Company respectfully advises the Staff that, considering
the following points set forth in the Sixth Amended and Restated Memorandum of Association and Articles of Association of the Company
(“the Articles”), the Company believes that the Class C ordinary shares do not have a higher value than Class A ordinary
shares. Therefore this transaction was not accounted for in the Company’s financials and was not considered as a preferential
dividend or as compensation pai