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[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

November 9, 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.

Registration Statement on Form F-1

Filed August 28, 2017

File No. 333-220207

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 Registration Statement on Form F-1 (the “F-1”) filed on August 28, 2017 by the Company (File No.: 333-220207). For
your convenience, the text of the Staff’s comments is set forth below followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Form
F-1 (the “Amended F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

General

 1. Please include the name(s) of the lead underwriter(s) in your next amendment.

RESPONSE: The Amended F-1 names The Benchmark Company, LLC as the
lead underwriter.

 2. We note your intention to list your Class A common stock on the NYSE-MKT. Please discuss in a risk
factor or other appropriate section of the prospectus the NYSE-MKT listing standards and how likely it is that you will meet them.
To provide context, disclose why you were delisted from the NYSE in October 2014.

RESPONSE: Ambow notes that while the disclosure
currently refers to an ‘intention’ to list its ADRs on the NYSE American (f/k/a the NYSE MKT), prior to the distribution
of a preliminary prospectus regarding the offering contemplated by the Amended F-1, it will make such application and accordingly
the disclosure will be modified to such application having been made. Ambow hereby also informs the Staff that it has been in ongoing
discussions with the NYSE American regarding its application for listing and has addressed the concerns expressed by the NYSE American
with respect to its prior delisting hearing and the circumstances related thereto (including prior ownership and disputes with
those particular hedge funds, its inability to file periodic reports during the time the Joint Provisional Liquidators had assumed
the legal responsibilities of its Board of Directors and its more recently improved governance procedures, among other matters).
In addition, it is expected that the underwriting agreement to be entered into in connection with the offering will include a closing
condition that the ADRs have been so approved for listing on the NYSE American, with the result that (similar to Ambow’s
IPO and all other ‘traditional’ IPOs) that investors in the offering will bear no risk relating to the initial listing
approval, but rather future delisting risk due to its current trading price or similar requirements, as would be the case in any
public offering of securities listed on a national securities exchange.

Prospectus Summary, page 1

 3. Please revise your disclosure in the beginning of the prospectus summary to clarify that the registrant,
a Cayman Islands holding company, does not directly own substantially all of your business operations in the PRC, and the business
you are describing is the business of your variable interest entities.

RESPONSE: We have revised the disclosure in
the prospectus summary of the Amended F-1 to state that we are a Cayman Islands holding company that operates our business through
variable interest entities, which we do not directly own.

 4. We note your references to being a leader in educational and career enhancement services in China.
Please disclose the basis by which you measure your leadership position in light of your disclosure on page 11 that the private
education sector in China is rapidly evolving, highly fragmented and competitive.

RESPONSE: The Company respectfully advises the Staff that we have
revised the disclosure in the Amended F-1 to replace “being a leader” with “maintain our position as an established
and well-respected company” in K-12 education and career enhancement services in China. We believe this description now accurately
characterizes our position within the industry after 17 years of business. In 2016 and 2017, the Company has received the following
recognitions:

 ▪ 2016 and 2017 China Excellent Brand Top 500 (Ambow Group, Asian Brand Forum)

 ▪ 2016 and 2017 China Education Industry Brand Leader (Dr. Jin Huang, Asian Brand Forum)

 ▪ 2016 Leading Vocational Education Institution of Beijing (Ambow Group, Beijing Morning Post)

 ▪ 2016 Leading Education Group of Beijing (Ambow Group, Beijing Morning Post)

 ▪ 2016 China Most Well-known Vocational Training Institution (Ambow Group, Sina Education Ceremony)

 ▪ 2016 Most Influential Education Group of the Year (Ambow Group, Xinhua Education Forum)

Risk Factors

The tuition, accommodation and other fees
charged by our degree programs and our K-12 schools and student enrollment at these schools are subject to regulation by the Chinese
government, and our revenue is highly dependent on the level of these fees and our student enrollment., page 25

 5. Please consider supplementing this risk factor with a discussion of your revenue dependence upon your three K-12 schools.

RESPONSE: The Company respectfully advises
the Staff that revenue from our three K-12 schools was 40.8%, 47.2%, 50.4% and 55.6% for the year ended December 31, 2014, 2015,
2016 and for the first six months ended June 30, 2017 respectively. This indicates that commencing in 2016, more than half of our
consolidated revenue was generated from our three K-12 schools. The table of revenue by segment was disclosed in Page 69 of F-1
Form as below:

    (in thousands)
    Fiscal Year Ended December 31,
    Six Months Ended June 30,

    2014
    2015
    2016
    2016
    2017

    Consolidated Statement of Operations
    RMB
    RMB
    RMB
    US$
    RMB
    RMB
    US$

    Data:

    Net revenues:

    Tutoring
      68,203
      54,888
      47,985
      6,911
      24,064
      31,715
      4,678

    K-12 schools
      168,244
      186,747
      222,592
      32,060
      104,588
      114,170
      16,841

    Better Schools net revenues
      236,447
      241,635
      270,577
      38,971
      128,652
      145,885
      21,519

    Career enhancement
      175,551
      154,080
      141,439
      20,372
      61,796
      59,494
      8,776

    Better Jobs net revenues
      175,551
      154,080
      141,439
      20,372
      61,796
      59,494
      8,776

    Total net revenues of reportable segments and the company
      411,998
      395,715
      412,016
      59,343
      190,448
      205,379
      30,295

We supplemented the risk factor by adding the disclosure below in
the Amended F-1:

“We are highly dependent upon revenue
generated from our three K-12 schools which was 40.8%, 47.2%, 50.4% and 55.6 % for the year ended December 31, 2014, 2015, 2016
and for the first six months ended June 30, 2017 respectively.” We expect the revenue from our three K-12 schools to remain
stable in the long-run.

If the chops of our subsidiaries and VIEs
in China are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance
of those entities could be severely and adversely compromised., page 26

 6. Please discuss any remedial measures taken or new policies enacted in light of your previous loss
of control of several of your VIE’s subsidiaries.

RESPONSE: The Company respectfully advises
the Staff that the Company has implemented the following actions to address a control over the location and usage of the chops,
as well as new mechanisms put in place for retaining control over the VIEs:

 - Centralized the chop monitoring procedure through the President’s
office in our headquarters located in Beijing, PRC. We maintain a ledger to strictly monitor and review the usage of the chop,
which reduces the chance of it being stolen or its unauthorized usage;

 - Sent new management teams to individual schools and replaced
all management positions previously governed by the former owners;

 - Centralized the operations of each school and tutoring
center by:

a. setting
up Financial Share Service Centers across the Company and standardizing the Company’s Finance and Operation Policies throughout
the Company;

b. Implementing
new ERP systems to standardize operations, enhance central controls, and create synergy of the Company’s resources; and

 - Streamlined the internal control structure with effective
communication channels and regular management meetings.

Use of Proceeds, page 41

 7. We note your plan to use the net proceeds of the offering to upgrade and expand your schools and
learning network, etc. In light of your disclosures elsewhere regarding the restrictions on your ability to use the proceeds of
this offering and to capitalize PRC operations, please disclose the estimated net proceeds that you will actually be able to use
in the PRC for each purpose described.

RESPONSE: The Company respectfully
advises the Staff that in utilizing the proceeds of this offering we, as an offshore holding company, are permitted under PRC laws
and regulations to provide funding to our PRC subsidiary through loans or capital contributions and to our consolidated affiliated
entities through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend
inter-company loans to our PRC subsidiaries, VIEs and their respective affiliates or subsidiaries, or make additional capital contributions
to our PRC subsidiaries to fund their capital expenditures or working capital.

Beijing Ambow Shengying Education
and Technology Co., Ltd (“Ambow Shengying”) is a Wholly Owned Foreign Entity as a 100% subsidiary of Ambow Training
Management Ltd. (Hong Kong), which is an offshore company. In China, Ambow Shengying is allowed to receive funding from its offshore
parent company either as a capital injection or an inter-company loan, and VIEs and their respective affiliates or subsidiaries
are allowed to borrow loans from an offshore company subject to applicable government registration and approval.

We proposed a maximum offering
amount of $5,000,000 and we believe that we will be able to use all of the net proceeds of the offering in the PRC for general
corporate purposes, including upgrading and expanding our schools and learning centers, teacher training programs and research
and development of our educational content, and to fund our working capital.

Enforceability of Civil Liabilities, page 47

 8. We note your disclosure that substantially all of your operations and assets are located in China
and most of your directors and officers are nationals or residents of countries other than the United States, and all or a substantial
portion of such persons’ assets are or may be located outside the United States. To provide further context to your discussion
of the enforceability of civil liabilities in the Cayman Islands and the PRC, please disclose the nationalities and countries of
residence of your directors and executive officers.

RESPONSE: In response to the Staff’s
comments, the Company included the following disclosure on the nationalities and countries of residence of our directors and executive
officers in the Amended F-1:

    Name

    Nationality

    Residence

    Jin Huang

    United States

    China

    John Robert Porter

    United Kingdom

    United Kingdom

    R. Ralph Parks

    United States

    United States

    Ping Wu

    China

    China

    Yanhui Ma

    United States

    United States

    Yigong Justin Chen

    China

    China

    Kia Jing Tan

    Malaysia

    China

    Chiao-Ling Hsu

    Taiwan

    China

    Jianguo Xue

    China

    China

    Xuejun Xie

    China

    China

Business, page 81

 9. We note your statement that the business map as presented on page 81 “does not include the
schools/centers which are to be deregistered as part of the group effort to re-establish a solid foundation for future growth.”
Please clarify this statement. Please disclose whether this statement refers to schools/centers that were previously deconsolidated
or whether this refers to other entities. Please also clarify the term “deregistered.”

RESPONSE: In response to the Staff’s
comments, the Company replaced the term “deregistration” with “cancellation of company’s legal status”
in the Amended F-1 to state the action of termination the legal status of an entity.

There were certain entities that the Company
was planning to submit a winding-up filing application to the local authority to terminate their legal status.They are under the
Group’s control and do not include the entities that were previously deconsolidated. In a situation where a legal entity
does not perform well or has no business operations,, in order to avoid unnecessary regulatory costs, it is economically beneficial
to the Company to terminate the legal status of these entities since they have not had operations for the past few years. This
is one of the Company’s strategic decisions and part of a process to simplify our legal structure.

Regulations, page 88

The Law for Promoting Private Education
and the Implementing Rules for the Law for Promoting Private Education, page 89

 10. Please disclose how you expect the amended Law on the Promotion of Private Education will affect
your operations, stating whether your schools intend to elect to be for-profit.

RESPONSE: In response to the Staff’s
comments, the Company has made the disclosure below in its Amended F-1:

 A. K-12 schools

According to the Law for Promoting Private
Education amended on November 7, 2016 (“the Amendment”), the term “reasonable return” is no longer used
and sponsors of private schools may choose to establish non-profit or for-profit private schools at their own discretion. School
sponsors are not allowed to establish for-profit private schools that are engaged in compulsory education. We have three K-12 schools,
consisting of kindergarten, primary schools, middle schools and high schools education. Currently all of the three schools are
requiring reasonable returns.

 i. Primary and middle schools’ education is considered
compulsory education, which will be transitioned to be operated as non-profit schools to comply with the Amendment.

 ii. The kindergarten and high schools are not compulsory education and we will elect for those schools
to be for-profit schools.

 B. Tutoring and career enhancement centers

Our tutoring and career enhancement centers
including training offices are not compulsory education, the Company intends to elect those currently requiring reasonable returns
to be for-profit for the schools; and to elect those currently not requiring reasonable returns to be non-profit.

Generally, if a private school
chooses to register as a non-profit school, it shall amend its articles of association, continue its operation and complete the
new registration process. If a private school chooses to register as a for-profit school, it shall conduct a financial liquidation
process, have the property rights of its assets such as land, school buildings authenticated by relevant government authorities,
they shall pay up relevant taxes, apply for a new Permit for Operating a Private School, re-register as a for-profit school and
continue operation. Specific provisions related to this process have not yet been introduced by the people’s governments
at the provincial level. The Company does not expect its operations to be impacted materially if all the registration requirements
are met and the procedures are fully performed.

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