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Yiren
Digital Ltd.

28/F China Merchants Bureau Building

118 Jianguo Road

Chaoyang District, Beijing 100080

People’s Republic of China

February 29,
2024

VIA EDGAR

William Schroeder

Ben Phippen

Madeleine Joy Mateo

Susan Block

Office of Finance

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Yiren Digital Ltd. (the “Company”)

Form 20-F
for the Fiscal Year Ended December 31, 2022

Filed
April 28, 2023

File No. 001-37657

Ladies and Gentlemen:

This letter sets forth the Company’s responses
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated
January 30, 2024 (the “Comment Letter”) on the Form 20-F for the Company for the fiscal year ended December 31,
2022 (the “2022 Form 20-F”) and the Company’s previous responses submitted on November 17, 2023 (the
 “First Response Letter”). All capitalized terms used but not defined in this letter shall have the meaning ascribed
to such terms in the 2022 Form 20-F and the First Response Letter.

For the Staff’s convenience, the Staff’s
comments are repeated below in bold followed by the Company’s responses set forth in regular font. The Company respectfully advises
the Staff that where the Company proposes to add or revise disclosure to its future filings on Form 20-F in response to the Staff’s
comments, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations, or in interpretations
thereof. All the page references in this letter are made to the 2022 Form 20-F to illustrate the approximate location of the
disclosure.

    U.S. Securities and Exchange Commission

Page 2

Form 20-F for the Fiscal Year Ended December 31, 2022

Our Holding Company Structure and Contractual
Arrangements with the Consolidated Variable Interest Entities, page 3

 1. We note your response to our prior comment 1 and reissue the comment in part. We note your proposed
disclosure that “we,” “us,” “our company” and “our” will refer to Yiren Digital Ltd.,
its subsidiaries, and, only in the context of describing your operations and consolidated financial information, the consolidated variable
interest entities in China. Refrain from using terms such as “we” or “our” when describing activities or functions
of a VIE. As such, please confirm that in future filings you will clearly disclose how you will refer to the holding company, subsidiaries,
and VIEs when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing
and which subsidiaries or entities are conducting the business operations. Please include your revised proposed disclosure in your response
letter.

RESPONSE:

The
Company undertakes to clearly disclose how it will refer to the holding company, subsidiaries, and VIEs when providing the disclosure
throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities
are conducting the business operations. To this end, in addition to the proposed revisions set forth in responses to Staff’s comment
1 in the First Response Letter, the Company proposes to revise the disclosures on page 1 in its future Form 20-F filings
as follows (with changes marked in italics, deletions as strike-through and additions underlined):

 · “Yiren Digital,” “we,” “us,” “our company” and “our”
refer to Yiren Digital Ltd., a Cayman Islands holding company, its subsidiaries, and, only in the context
of describing our operations and consolidated financial information, the consolidated variable interest entities
in China,. The consolidated variable interest entities includeincluding, but not limited
to, CreditEase Puhui Information Consultant (Beijing) Co., Ltd., Hexiang Insurance Broker Co., Ltd., Haijin Yichuang Financial
Leasing Co., Ltd., Yiren Financial Information Service (Beijing) Co., Ltd., Dekai Yichuang Asset Management (Shenzhen) Co., Ltd.,
Hainan Haijin Yichuang Data Information Service Co., Ltd., and Beijing Yiyouxuan Technology Information Service Co., Ltd.,
which are domestic PRC companies that conduct business operations in China in which we do not have any equity ownership but whose financial
results have been consolidated into our consolidated financial statements based solely on contractual arrangements in accordance with
U.S. GAAP;

The
Company further undertakes to refrain from using terms such as “we” or “our” when describing activities or functions
of a VIE in future Form 20-F filings. Depending on the context, the Company will use “our company,” “we,”
 “us,” and “our” to refer to Yiren Digital Ltd. and its subsidiaries, and, only in the context of describing the
Company’s consolidated financial information, the consolidated variable interest entities.

Supplementary
Note

In
addition, the Company respectfully advises the Staff that it proposes to adjust the categorization of its business segments
in its annual report of the fiscal year ended December 31, 2023 on Form 20-F (the “2023
Form 20-F”) to provide investors with a clearer picture of its businesses reflecting the business growth. After the
adjustment, the Company will have three business segments, namely the financial services business (the “Financial Services
Business”), the insurance brokerage business (the “Insurance Brokerage Business”), and the consumption
and lifestyle business and others (the “Consumption and Lifestyle Business and Others”), as illustrated below. The Company
will update the disclosures in its future Form 20-F filings to provide a clear description of its business and the differences
among different business segments.

    U.S. Securities and Exchange Commission

Page 3

    Business

Segment

 #
    Categorization of business segments

 in the 2022 Form 20-F
    Proposed categorization of business segments

 in the 2023 Form 20-F

    1

    Credit-tech Business

    -      loan
    facilitation services with funding from third parties, which is provided through Yiren Credit (the “Loan Facilitation Services”);
    and

    -       financing
    services with funding from subsidiaries of the consolidated variable interest entities, which is provided through Yiren Credit (the “Self-funded
    Financing Services”)

    Financial Services Business

    The Credit-tech Business will be renamed as the
    “Financial Services Business.” The service offerings under this business segment will remain substantially unchanged and will
    continue to mainly include the Loan Facilitation Services and the Self-funded Financing Services.

    2

    Holistic Wealth Business

    -       Insurance
    brokerage services provided to retail and institutional clients through Hexiang Insurance Brokers (the “Hexiang Insurance Brokerage
    Services”), and

    -       Wealth
    products and services provided to the mass affluent population through Yiren Select (the “Yiren Select Wealth Services”).

    Insurance Brokerage Business

    The
    Hexiang Insurance Brokerage Services under the previous Holistic Wealth Business will become a standalone business segment, i.e., Insurance
    Brokerage Business given its increased business volume.

    3

    Others

    Others mainly include (i) products and services
    provided through the e-commerce channel within the Yiren Credit app, and (ii) selected and customized non-financial products and
    services offering under Yiren Select (collectively, the “E-commerce Business”).

    Consumption and Lifestyle Business and Others

    The E-commerce Business, along with Yiren
    Select Wealth Services under the previous Holistic Wealth Business, will be categorized under a new business segment, i.e.,
    Consumption and Lifestyle Business and Others. The adjustment of this business segment was mainly driven by the Company’s
    strategy to focus on offering consumption and lifestyle products and services to the clients, which resulted in increased revenue
    contribution from the E-commerce Business and decreased revenue contribution from the Yiren Select Wealth Business since the second half of 2023.

* * * *

    U.S. Securities and Exchange Commission

Page 4

Should any member of the Staff have any questions
or comments regarding the Company’s submission set forth above, please do not hesitate to contact our outside legal counsel, Will
H. Cai at (852) 3758-1210 or Jie Zhang at (852) 3758-1231.

    Sincerely,

    Yiren Digital Ltd.

    /s/ Na Mei

    Na Mei

    Chief Financial Officer

 cc: Will H. Cai, Esq., Partner, Cooley LLP

Jie
Zhang, Esq., Partner, Cooley LLP

Edward Chen, Partner, Wei, Wei & Co., LLP