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[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

March 6, 2018

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.

Amendment No. 4 to Registration Statement on Form F-1

Filed January 22, 2018

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 January 30, 2018 with respect to the Registration Statement
on Form F-1/A (the “F-1”) filed on January 22, 2018 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. 5 to the Form F-1 (the “Amended
F-1”) filed concurrently with the submission of this letter in response to the Staff’s comments.

Financial Statements

9. Loan Receivable, page F-68

12. Short-Term Borrowing From Third Party, page F-69

 1. It remains unclear to us from your response to comment 3 why you loaned RMB 42.7 million to an independent third party,
Suzhou Zhixinliren, on an interest free basis on an expectation that you would be repaid if you repaid a loan to
another independent third party, Sino Accord, absent a contractual or ownership relationship between borrower Suzhou Zhixinliren
and lender Sino Accord. We continue to note from your earlier response dated January 5, 2018 that the third party lender and the
third party borrower were willing to enter into these parallel lending/borrowing transactions because of their bilateral business
relationships. As previously requested please clarify for us the relationships, between Suzhou Zhixinliren, your borrower,
and Sino Accord, your lender. In this regard:

 · Describe for us such agreements, understandings and contractual
terms between Suzhou Zhixinliren and Sino Accord upon which the collateral is provided and the borrowing and lending entered into,

RESPONSE:
The Company respectfully advises the Staff that the key contractual terms of the borrowing agreement between the Company and
Sino Accord and lending agreement between Ambow Shengying and Suzhou Zhixinliren, are both are interest free loans, extended without
collateral and with maturity dates on April 5, 2018. Sino Accord provided us with the interest-free loan of US$6M, in exchange
we provided RMB 42.7 million interest-free loan to Suzhou Zhixinliren. While the Company does not know the specific terms regarding
the arrangements between Sino Accord and Suzhou Zhixinliren, it believes pursuant to a mutual understanding between the parties
that the US dollar loan is correlated to the RMB loan, which means when the US dollar loan is repaid, the RMB loan will similarly
be collected. One of our legal counsels as to PRC law, Beijing DYHQ Law Firm, has advised us that as long as both loan agreements
can be repaid on time or may be extended prior to the maturity date, the borrowing and lending transactions would not be viewed
as a foreign currency purchase or exchange transaction under Chinese law, and therefore there is no violation of the PRC related
Company Laws and Foreign Exchange Bureau regulations.

 · Describe for us what recourse and collateral you have
available and plan to use if Suzhou Zhixinliren were not to repay you upon your repayment of your $6.0 million obligation to Sino
Accord,

RESPONSE: The Company respectfully
advises the Staff that according to our agreements with Sino Accord and Suzhou Zhixinliren, no collateral was provided under either
agreement. We are negotiating with Sino Accord and Suzhou Zhixinliren currently regarding the repayment of US dollar loan and collection
of RMB loan or the extension of the maturity date of the loans depending upon our available financial resources when both loans
become due in April 2018. If agreed among all parties that we collect the RMB loan and repay the US dollar loan when they became
due, we expect to collect the RMB loan in equal installments over time, and then repay the $6.0 million loan in equal amounts.
Accordingly, only after the first installment of the RMB loan has been collected, would we make the first repayment of the US dollar
loan. The following installments of both loans would be collected and repaid similarly until they are fully satisfied within a
few months.

 · Tell us how you plan to fund the repayment of your $6.0
million US currency obligation to Sino Accord and whether or not proceeds from the offering will be used, and

RESPONSE: The Company respectfully
advises the Staff that none of the net proceeds from our offering will be used to repay the $6.0 million borrowing. As we disclosed
in the Amended F-1, we intend to use the net proceeds from this offering 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 working capital of Bay State College. As noted above, we are negotiating with Sino Accord and Suzhou Zhixinliren currently
regarding the repayment of US dollar loan and collection of RMB loan or the extension of the maturity date of the loans depending
upon our available financial resources when both loans mature in April 2018. If agreed among all parties that we repay $6.0 million
loan, we shall either apply for a permit from the SAFE to purchase sufficient US dollars or pursue other future offerings resulting
in US dollar proceeds to obtain enough US dollars to make the repayment to Sino Accord.

    2

 · Tell us your consideration of whether or not these parallel
transactions should be accounted for, in substance, as a purchase of $6.0 million of US currency, then valued at RMB 39.8 million,
for RMB 42.7 million of Chinese currency, with the difference between the value of RMB 39.8 received and the RMB 42.7 million
paid accounted as a period cost charged against results of operations when the transactions were entered into.

RESPONSE: The Company respectfully
advises the Staff that because both loans are interest free, we have no cost for using funds represented by the US$ loan and no
income for providing the RMB loan. Since we are negotiating with Suzhou Zhixinliren and Sino Accord respectively either to collect
and repay the loans after they became due within a year or to extend the maturity dates, we consider the US$ loan as a current
obligation and the RMB loan as a current asset as at the end of the reporting period. Accordingly no period cost should be charged
to operating results when both transactions were entered into.

 2. Further, please revise both your Risk Factors and Management’s Discussion and Analysis to discuss the increasingly
stringent review and approval of foreign currency denominated borrowings by SAFE, as referenced in your response. Please discuss
how this has impacted, and potentially could impact, your ability to have adequate U.S. Dollars for operational needs. Discuss
the extent to which you intend to rely upon these types of arrangements in the future. For context, discuss the extent to which
you will require U.S. Dollars, such as in connection with the operations of Bay State College. Discuss the risks attendant upon
entering into these lending and borrowing transactions with third parties.

RESPONSE: The Company respectfully
advises the Staff that:

 Ÿ We have disclosed the risks and impact on the foreign
currency restrictions implemented by SAFE on our overseas capital expenditures in page 30 of the Amended F-1 as below:

“In November 2017, we acquired
100% of the outstanding shares of common stock of Bay State College Inc. (“Bay State”) in the United States to expand
our career-oriented international education portfolio. In 2017, the review and approval process from SAFE with respect to obtaining
foreign currency denominated borrowings and making direct overseas investment became more stringent in China. The review and approval
from SAFE take longer time period, and more supporting files are required. As a result, the new restrictions on foreign exchange
for capital expenditure prevented us from raising enough US dollars in time for the acquisition of Bay State. In order to meet
such current acquisition costs and the operational needs of the Company for US dollars, we borrowed a one-year interest-free US
dollar loan of US$ 6.0 million from Sino Accord Investments Limited (“Sino Accord”), a non-affiliated third party lender.
At the same time, we provided a one-year interest-free RMB loan of RMB 42.7 million to Suzhou Zhixinliren Investment Co., Limited
(“Suzhou Zhixinliren”), another non-affiliated party finance company. It is the understanding among the parties that
the US dollar loan is correlated to the RMB loan, and when the US dollar loan is repaid, the RMB loan will similarly be collected.
We are negotiating with Sino Accord and Suzhou Zhixinliren currently regarding the repayment of US dollar loan and collection of
RMB loan or the extension of the maturity date of the loans depending upon our available financial resources when both loans become
due in April 2018. In light of the capital from the US dollar loan and its operational cash flow, Bay State College Inc. is able
to generate enough liquidity to support its future operations in the near term. Therefore we do not currently intend to rely on
US dollar borrowings to continue funding Bay State College’s operations. However, if there are other significant overseas
capital expenditure in the future requiring currencies other than the RMB, we may either apply for a permit from the SAFE to purchase
foreign currencies or pursue other future offerings resulting in US dollar proceeds to obtain enough US dollars to meet
such shortage in foreign currency.”

    3

 Ÿ We have revised our risk factors in page 30 of the Amended
F-1 to disclose the risks faced by the Company for entering into the borrowing/lending arrangements with third parties as below:

“If we fail to settle our
RMB and US dollar loans properly, it may be considered as unauthorized currency exchange arrangement and we may face penalties
from local authorities.

In order to meet the our acquisition
fund and working capital needs in US dollars, on April 5, 2017, we entered into an agreement to receive a one-year interest-free
US dollar loan from Sino Accord. This short-term borrowing due to Sino Accord is correlated to our one-year interest-free RMB loan
receivable from Suzhou Zhixinliren, and when the US dollar loan is repaid, the RMB loan will similarly be collected. Please refer
to Note 9 and Note 12 of the unaudited condensed financial statements for details.

Both loan agreements are not individually
regulated by the foreign currency exchange and cross border guarantee rules of China. However if we fail to repay the US dollar
loan to Sino Accord or collect the RMB loan from Suzhou Zhixinliren or to offset two loans when the agreements due, these transactions
may be considered as unauthorized foreign exchange arrangements by the SAFE. The regulatory authority may deem the transactions
as in substance a currency exchange arrangement or an onshore guarantee for an offshore loan and we may be subject to severe penalties
under this circumstances. We are negotiating with Sino Accord and Suzhou Zhixinliren currently regarding the repayment of US dollar
loan and collection of RMB loan or the extension of maturity depending on our available financial resources when both loans become
due in April 2018. If agreed among all parties that we repay the $6.0 million loan in US dollars, we shall either apply for a permit
from the SAFE for our purchase of US dollars for overseas acquisitions or pursue other future offerings resulting in US dollar
proceeds to obtain enough US dollars to make the repayment to Sino Accord.”

    4

 Ÿ We have disclosed the Management’s Discussion and
Analysis in page 52 of the Amended F-1 as below:

“In order to meet the our acquisition
fund and working capital needs in US dollars, on April 5, 2017, we entered into an agreement to receive a one-year interest-free
US dollar loan from Sino Accord. This short-term borrowing due to Sino Accord is correlated to our one-year interest-free RMB loan
receivable from Suzhou Zhixinliren, and when the US dollar loan is repaid, the RMB loan will similarly be collected. Please refer
to Note 9 and Note 12 of the unaudited condensed financial statements for details.

Both loan agreements are not individually
regulated by the foreign currency exchange and cross border guarantee rules of China. However if we fail to repay the US dollar
loan to Sino Accord or collect the RMB loan from Suzhou Zhixinliren or to offset two loans when the agreements due, these transactions
may be considered as unauthorized foreign exchange arrangements by the SAFE. The regulatory authority may deem the transactions
as in substance a currency exchange arrangement or an onshore guarantee for an offshore loan and we may be subject to severe penalties
under this circumstances. We are negotiating with Sino Accord and Suzhou Zhixinliren currently regarding the repayment of US dollar
loan and collection of RMB loan or the extension of maturity depending on our available financial resources when both loans become
due in April 2018. If agreed among all parties that we repay $6.0 million loan in US dollars, we shall either apply for a permit
from the SAFE for our purchase of US dollars for overseas acquisitions or pursue other future offerings resulting in US dollar
proceeds to obtain enough US dollars to make the repayment to Sino Accord.”

18. Disposal of Subsidiaries, page F-72

 3. We note from your response to comment 2 that Ambow Online
had no business operations for over three years at the time it was sold. We also note your response to prior comment 5 in your
response letter dated December 28, 2017 that you and the third party buyer mutually agreed to transfer the receivables amounting
to RMB 33.6 million as part of the assets of Ambow Online, as the third party buyer believed they could collect those receivables.
Please respond to the following:

 · Clarify the business purpose of this transaction and
how you entered into negotiations for this transaction with the third party buyer. As part of your response, please tell us whether
other parties were also interested in acquiring Ambow Online.

    5

RESPONSE: The Company respectfully
advises the Staff that as we have mentioned in our response to comment 2 filed on December, 19, 2017, Ambow Online could not contribute
to the Group’s business development and organizational structure due to the reduction in its business operations subsequent
to 2012 and the change in the VIE structure in June 2017. In order to enhance corporate governance and internal control, mitigate
risks and protect shareholders’ interests, also to reduce operating expenses and simplify the ownership structure, we started
to look for potential buyers for Ambow Online. An investment holding company with experience in investing in online education businesses
in China showed strong interest in the potential acquisition, indicating that the buyer intended to use the RMB 137.5 million that
the Company will gradually payoff as working capital, to settle the income tax payable and restart the business operations of Ambow
Online; and also recover the deferred tax assets of its other subsidiaries through tax planning strategies after the acquisition
of Ambow Online. The buyer quickly came to an agreement with the Company to acquire 100% equity interest in Ambow Online based
on acceptable terms to the Company (including with regard to the treatm