SecProbe.io

Mail Stop 3720

August 25, 2017

Yanlai Shi
Chief Executive Officer
RYB Education, Inc.
4/F No.29 Building, Fangguyuan Section 1, Fangzhuang
Fengtai District, Beijing 100078
People’s Republic of China

Re: RYB Education, Inc.
Amendment No. 2 to
Draft Registration Statement on Form F -1
Submitted August 17 , 2017
  CIK No. 0001708441

Dear Ms. Shi :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Corporate History and Structure, page 58

1. Prominently disclose here that as a holding company, your ability to pay d ividends and
other cash distributions to your shareholders depends upon your ability to receive
dividends and other distributions from your PRC subsidiaries, which in turn depends
upon the amount of service fees paid to your PRC subsidiaries by your affili ated entities
in the PRC.  Additionally, quantify the amount of fees paid to your PRC subsidiaries
from your VIE and affiliated schools and the amount of dividends you have received
from these subsidiaries in the last two fiscal years .

Yanlai Shi
RYB Education, Inc.
August 25, 2017
Page 2

 Liquidity and Capit al Resources

Cash Fl ows and Working Capital, page 87

2. We note your response to comment 1 and revised disclosure on pages 88 and 137.  Please
explain to us how you determined that you are not restricted on the total amount of loans
and capital contribution s you may make under the applicable PRC regulations.  We note
your disclosure throughout (e.g., pages 34 and 137) concerning the limitations on loans
by foreign companies to their subsidiaries in China such that the amounts of certain loans
may not exceed the difference between the total investment and the registered capital of
the foreign -invested enterprise.  In this regard, please tell us and revise your disclosure to
quantify the amount of loans and capital contributions you may currently  make to each o f
your VIEs and PRC subsidiaries as compared to the amount of proceeds you intend to use
for the stated purposes.  Furthermore, clarify how the use the proceeds for each of the
stated purposes would be within the business scopes of your PRC subsidiaries an d VIEs .

You may contact Christie Wong, Staff Accountant, at (202) 551 -3684 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 Shaines s, Attorney -Adviser, at
(202) 551 -7951 or me at (202) 551 -3810 with any other questions.

Sincerely,

/s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications