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[AMBOW EDUCATION HOLDING LTD. LETTERHEAD]

March 9, 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”), in response 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) and as a result of the telephone
conference call with the Staff on March 1, 2018, the Company hereby supplementally submits revised responses to those contained
in the response letter dated March 6, 2018 filed as EDGAR correspondence at the request of the Staff. 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, include the extension of interest free loans without collateral
that both mature on April 4, 2018. Sino Accord provided us with the interest-free loan of US$6.0 million, and in exchange we provided
a 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 have fixed maturity
dates (subject to extension only by mutual agreement) that the 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. The loan agreements have been filed as exhibits to the Amended F-1.

 · 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 in the event of the inability to repay. We expect to collect the RMB loan in equal installments over time, and substantially
simultaneously repay the $6.0 million loan in equal amounts. Accordingly, only after the first installment of the RMB loan has
been collected by the Company, would we make the first installment payment of the US dollar loan. The installments of both loans
would be collected and repaid similarly until they are fully satisfied. In case of defaults on the RMB loan, we might issue legal
letter or bring a lawsuit against Suzhou Zhixinliren as recourse.

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 · 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 current intended 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. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren
to extend the maturity date for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019.
We believe the extended maturity date provides us with ample time to apply for a permit from the SAFE to purchase a sufficient
amount of US dollars, or in the event we are unable to obtain a permit, we would pursue other offerings resulting in US dollar
proceeds to obtain enough US dollars to meet such shortage in foreign currency. The loan extension agreements have been filed as
exhibits to the Amended F-1.

Although the extension of maturity
date of both loans occurred on March 7, 2018, the Company did not reclassify the RMB loan receivable and US$ short-term borrowing
from current assets and liabilities to non-current assets and liabilities respectively in the Amended F-1 according to ASC 855-10-25-4.

 · 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 we did not consider the loans taken together to be a purchase of US dollars for Chinese currency requiring any
period cost charges to operating results because: (i) we considered the US loan as a non-current obligation and the RMB loan as
a non-current asset as at the end of the reporting period, because both loans are going to be repaid when they became due in more
than a year, and (ii) there is no make whole provision or reimbursement mechanism in the event of fluctuations in the exchange
rate during the life of the loan, so that the parties are accepting the risk of any such changes instead of fixing the exchange
rate at the original date as would be the case if intended to give the parties the economic result of a purchase of foreign currency.

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 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:

 · 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.
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. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren
to extend the maturity date for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019.
With the extended maturity date of the loans, or if there are other significant overseas capital expenditures in the future requiring
currencies other than RMB, we may either apply for a permit from the SAFE to purchase foreign currencies or pursue other offerings
resulting in US dollar proceeds to obtain enough US dollars to meet such shortage in foreign currency.”

 · 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 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. On March 7,
2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the maturity date for repayment of the loans for an
additional year. Accordingly, both loans are now due in April 2019. Please refer to Note 9 and Note 12 of the unaudited condensed
financial statements for details.

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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. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the maturity date
for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019. With the extended maturity
date of the loans, we shall either apply for a permit from the SAFE for our purchase of US dollars or pursue other future offerings
resulting in US dollar proceeds to obtain enough US dollars to make the repayment to Sino Accord.”

 · 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. On March 7,
2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the maturity date for repayment of the loans for an
additional year. Accordingly, both loans are now due in April 2019. 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. On March 7, 2018, we mutually agreed with Sino Accord and Suzhou Zhixinliren to extend the maturity date
for repayment of the loans for an additional year. Accordingly, both loans are now due in April 2019. With the extended maturity
date of the loans, we shall either apply for a permit from the SAFE for our purchase of US dollars or pursue other future offerings
resulting in US dollar proceeds to obtain enough US dollars to make the repayment to Sino Accord.”

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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.

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