SecProbe.io

March 24, 2014

Via Email
Mr. Shaoyun Han
Chief Executive officer
Tarena International, Inc.
Suite 10017, Building E
Zhongkun Plaza, A18 Bei San Huan West Road
Haidian  District, Beijing 100098
People’s Republic of China

Re:  Tarena International, Inc.
Amendment No. 1 to Registration Statement on Form F -1
Filed March 19, 2014
File No. 333-194191

Dear Mr. Han:

We have reviewed your filing and have the following comment.

Please respond to this letter within ten business days by  amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstances  or do not
believe an amendment is appropriate , please tell us why in your response.

After reviewing  any amendment to your filing and  the information you provide in
response to this comment, we may have additional comments.

Critical Acc ounting Policies

Share -Based Compensation, page 72

1. We note that you have estimated the offering price to be between $8.00 and $10.00 per
share.   Please tell us about each significant factor contributing to the difference between
the estimated IPO Price and the fair value of your shares since the September 2013 grant
and any subsequent grants through the date of your response.   In your response, please
tell us about significant intervening events and reasons for changes in assumptions, as
well as the weig hting of expected outcomes and selection of valuation techniques
employed.

Mr. Shaoyun Han
Tarena International, Inc.
March 24, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of  1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of
the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to  delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effecti ve, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by th e Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statem ent as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities spec ified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Christy Adams, Senior Staff Accountant, at (202) 551 -3363 or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matters.  Please contact Ajay Koduri  at (202) 551 -3310 or
me at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director