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    1345 AVENUE OF THE AMERICAS, 11TH FLOOR

                                                                                NEW YORK, NEW YORK 10105

                                                                                TELEPHONE: (212) 370-1300

                                                                                FACSIMILE: (212) 370-7889

                                                                                www.egsllp.com

VIA EDGAR

March 23, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Ta Tanisha Meadows

    Re:

    Wah Fu Education Group Ltd

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

    Filed August 1, 2022

    File No. 1-38619

Dear Ta Tanisha Meadows:

Wah Fu Education Group Ltd.
(the “Company” or “we”) hereby transmits its response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission, dated March 9, 2023 regarding the Company’s Form
20-F filed on August 1, 2022 (the “Form 20-F”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment to the Annual Report on Form 20 F (the “Amendment”)
which is being submitted to the Commission contemporaneously with the submission of this letter.

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

Certain Information, page 1

 1. To the extent the Division of Corporation Finance’s Sample Letter to China-Based Companies, issued
by the Staff in December 2021, requests disclosure on the prospectus cover page or in the prospectus summary, please provide such disclosure
in a separate section at the beginning of Item 3 of Form 20-F; in addition, please include a discussion of the transfer of cash within
the company in Item 5 of Form 20-F.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised the cover page, pages 1, 2, 3, and 91 of the Amendment.

    Wah Fu Education Group Ltd

                                                               Attn:
Ta Tanisha Meadows

                                                               March 23, 2023

                                                               Page 2 of 7

 2. Refrain from using terms such as “we” or “our” when describing activities or
functions of a VIE. For example, disclose, if true, that your subsidiaries and/or the VIE conduct operations in China, that the VIE is
consolidated for accounting purposes but is not an entity in which you own equity, and that the holding company does not conduct operations.
Disclose clearly the entity (including the domicile) in which stockholders hold an interest.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised the cover page and throughout the Amendment. Further, we advise the
Staff that unless otherwise indicated in the Amendment, “Wah Fu” refers to Wah Fu Education Group Limited, a company organized
in the British Virgin Islands; “we,” “us,” “our,” “our company,” the “Company”
or similar terms refer to Wah Fu Education Group Limited and/or its consolidated subsidiaries, other than the variable interest entity,
Beijing HuaXiaDadi Digital Information Technology Co., a PRC company, and Beijing HuaxiaDadi Digital Information Technology Co., Ltd.
– Shandong Branch, the branch company of Beijing HuaXiaDadi Digital Information Technology Co. In addition, we separately defined
the “VIE” refers to the variable interest entity, Beijing HuaXiaDadi Digital Information Technology Co. and its subsidiaries, such as Huafu Wanrun(Guangzhou)Education Technology, Sichuan Huafu GengyunEducation Technology Co., Ltd., Hunan Huafu
Haihui Learing Technology Co., Ltd., and Liaoning Huafu Zhongtai Learing Technology Co., Ltd. in the Amendment and the prospectus contained therein.

 3. We note that your definition of China and the PRC appears to exclude Hong Kong, Macau and Taiwan. Please
revise to include the definition of China at the beginning of Item 3, and to clarify that the legal and operational risks associated with
operating in China also apply to operations in Hong Kong and Macau.	Additionally, please clarify whether you have any locations, operations
or directors/executive officers in Hong Kong; in this regard it is unclear what you mean when you say that Wah Fu Education Holding Limited
has been “deregistered.”

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that each of the Hong Kong Special Administrative Region, Macao Special Administrative
Region and Taiwan region adopts separate legal system from other regions of China, and that as such the legal and operational risks with
operating in China are not wholly applicable to the Hong Kong Special Administrative Region, the Macao Special Administrative Region and
the Taiwan region.

Further, the Company respectfully advises
the Staff that the Company’s Hong Kong subsidiary, Wah Fu Education Holding Limited, had been dissolved on April 23, 2021 and has
accordingly revised page 54 of the Amendment for clarity. As a result, the Company also respectfully advises the Staff that the Company
does not have any locations, operations or directors or executive officers, except for bank accounts, in Hong Kong.

Item 3. Key Information, page 2

 4. We note that the consolidated VIEs constitute a material part of your consolidated financial statements.
Please provide in tabular form a condensed consolidating schedule that disaggregates the operations and depicts the financial position,
cash flows, and results of operations as of the same dates and for the same periods for which audited consolidated financial statements
are required. The schedule should present major line items, such as revenue and cost of goods/services, and subtotals and disaggregated
intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary. The schedule should also
disaggregate the parent company, the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and
an aggregation of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature
of assets held by, and the operations of, entities apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosure about such amounts
should be included in order to make the information presented not misleading.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised pages 6, 7, 8 and 9 of the Amendment.

    Wah Fu Education Group Ltd

                                                               Attn:
Ta Tanisha Meadows

                                                               March 23, 2023

                                                               Page 3 of 7

 5. Please disclose prominently here that you are not a Chinese operating company but a British Virgin
Islands holding company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity
(VIE) based in China and that this structure involves unique risks to investors. If true, disclose that these contracts have not been
tested in court.	Explain whether the VIE structure is used to provide investors with exposure to foreign investment in China based
companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never hold
equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in your operations and/or a material change in the value of your securities,
including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross-reference to
your detailed discussion of risks facing the company and its investors as a result of this structure.

Response: The Company respectfully
acknowledges the Staff’s comment and has accordingly revised page 1 and 2 of the Amendment.

    6.
    Provide prominent disclosure here about the legal and operational risks associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities, education and after-school tutoring (including the Alleviating Burden Opinion, which may have materially and adversely affected and may continue to affect your business, operations and financial condition) and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please revise to specifically discuss and, to the extent possible, quantify the significant negative impacts such as the impacts on the company’s revenues and any other material impacts on property and equipment, intangible assets, goodwill, etc. With respect to the Alleviating Burden Opinion , specifically, the significant negative impacts should be presented in such a manner as to allow investors to fully understand the negative impacts the Alleviating Burden Opinion had and will have on the company’s business, operations and financial performance. Please disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised pages 70 and 71 of the Amendment. The Company further advises the Staff that the Company provides educational services
to only adults and not to kindergarten to grade 12 students in the PRC. As such, the Company’s business falls outside of the ambit
of the Alleviating Burden Opinion. As a result, the Company does not expect any significant negative impacts from the Alleviating Burden
Opinion on its revenues and any other material impacts on its property and equipment, intangible assets, goodwill, etc.

 7. Provide a description of how cash is transferred through your organization and disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have
been made to date between the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where
applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial statements. Please also include
this disclosure in Item 5. Operating and Financial Review and Prospects.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised pages 2 and 91 of the Amendment.

    Wah Fu Education Group Ltd

                                                               Attn:
Ta Tanisha Meadows

                                                               March 23, 2023

                                                               Page 4 of 7

 8. Please amend your disclosure here and in the summary risk factors and risk factors sections to state
that, to the extent assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the assets may not be available to fund
operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on
the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer assets. Please provide cross-references
to these other discussions. Please also include this disclosure in Item 5. Operating and Financial Review and Prospects.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised pages 2, 10 and 41 of the Amendment.

 9. Discuss whether there are limitations on your ability to transfer cash between you, your subsidiaries,
the consolidated VIEs or investors. Provide a cross-reference to your discussion of this issue in your risk factors section, as well.
Please also include this disclosure in Item 5. Operating and Financial Review and Prospects.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised pages 2 and 91 of the Amendment.

 10. To the extent you have cash management policies that dictate how funds are transferred between you,
your subsidiaries, the consolidated VIEs or investors, summarize the policies here, and disclose the source of such policies (e.g., whether
they are contractual in nature, pursuant to regulations, etc.); alternatively, state here that you have no such cash management policies
that dictate how funds are transferred. Please also include this disclosure in Item 5. Operating and Financial Review and Prospects.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised pages 2 and 91 of the Amendment.

 11. Please revise to provide here a diagram of the company’s corporate structure, identifying the
person or entity that owns the equity in each depicted entity and using dashed lines without arrows to denote relationships with the VIE.
Describe in greater detail all contracts and arrangements through which you claim to have economic rights and exercise control that results
in consolidation of the VIE’s operations and financial results into your financial statements. Identify clearly the entity in which
stockholders hold an interest and the entity(ies) in which the company’s operations are conducted.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised page 5 of the Amendment to provide a diagram of the company’s corporate structure.

 12. Disclose each permission or approval that you, your subsidiaries, or the VIEs are required to obtain
from Chinese authorities to operate your business and to offer your securities to foreign investors. State whether you, your subsidiaries,
or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China
(CAC) or any other governmental agency that is required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences
to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you
are required to obtain such permissions or approvals in the future.

Response: The Company respectfully acknowledges the Staff’s comment and has
accordingly revised pages 2, 11, 12, 17, 35 and 67 of the Amendment.

    Wah Fu Education Group Ltd

                                                               Attn:
Ta Tanisha Meadows

                                                               March 23, 2023