SecProbe.io

Mail Stop 3720
December 28 , 2016

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.
 Form 20-F for  Fiscal Year Ended December 31, 2015
Filed April 20, 2016
File No. 001 -36363

Dear Mr. Han :

We have reviewed your filing an d have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why i n your response.

After reviewing your response to these  comments, we may have  additional comments.

Risk Factors

We may not be able to maintain our high job placement rate for students, which could harm our
ability to attract student enrol lments, page 6

1. Please expand  your disclosure to include specific historical job placement percentage
figures in order to provide context to this risk factor and your statement on page 46 that
you “have an effective job placement program” for your adult st udents.  Disclose how
you determine these placement figures, such as the time frame from course completion,
nature of the job (e.g., full -time or part -time, salary , and whether the job is in the
student’s field of study) and nature of the student (e.g., re cipient of a graduate certificate
from the company or other certificates upon passage of certain exams) .

Mr. Shaoyun Han
Tarena International, Inc.
December 28 , 2016
Page 2

Business Overview, page 39

2. We note that  in December 2015, you launched new education programs th at target and
contain curricula  that are customized f or primary to high school students aged between 8
and 18 and are taught by teaching assistants face -to-face in offline classrooms.  Please
specifically address how Chinese government regulations apply to these new programs,
and the extent to which the regu lations differ from the regulations that apply to your
adult, professional training programs.  For example, discuss whether these programs are
subject to approval by education authorities rather than authorities in charge of labor and
social welfare.  As a nother example, we note that several provinces, municipalities, and
other regulatory agencies in the PRC have promulgated various regulations and policies
that prohibit or restrict the ability of public school teachers to act in a separate capacity as
private tutors or teachers.  Please tell us the degree to which these regulations and
policies have had or will have a material i mpact upon your business.

Item 5.  Operating and Financial Review and Prospects , page 67

3. We note that you offer three payment options for your students:  (1) one -time full
payment upon enrollment, (2) multiple payments within two months of enrollment, and
(3) payment within a period of time after graduation by qualified students.  Please
disclose the percentage of students who us e each option in each period discussed.  With
respect to the post -graduation payment option, please disclose the repayment periods and
how students qualify for this payment option.

4. We note that  additions to your bad debt allowances (as well as write -offs)  have
significantly increased in 2014 and 2015 and that you attribute the increase to your post -
graduation tuition installment payment option for qualified students enrolled from 2010
to 2014.  Please discuss in more detail the underlying reasons for these  increases.
Disclose whether you expect this trend to continue and explain why.

Share Ownership, page 95

5. We note your disclosure in note (6) to the table on page 95 that the beneficial ownership
of the KKR funds consists of all of the Class A and Class B ordinary shares held by  Mr.
Shaoyun Ha n as a result of a convertible bond purchase agreement entered among Talent
Fortune Investment Limited (an affiliate of the KKR funds) and Mr. Shaoyun Han on
July 14, 2015.  Please disclose how the July 2015 converti ble bond purchase agreement
resulted in the KKR funds beneficially owning Mr. Han’s shares.  Also disclose the veto
and other rights given to KKR over potential corporate actions that Mr. Han could take
due to his controlling interest in the company.  Clar ify whether operation of the
agreements (including a default by Mr. Han’s of the payment of the bond) could result in
a change in control of the company.

Mr. Shaoyun Han
Tarena International, Inc.
December 28 , 2016
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of t heir disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Charles Eastman , Senior Staff Accountant at (202) 551 -3794 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 Joshua Shainess at (202) 551 -
7951 , Kathleen Krebs, Special Counsel at (202) 551 -3350,  or me at (202) 551 -3810 with any
other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications